BFC Financial

BBX Capital Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

PROXY STATEMENT

The Board of Directors of BFC FinancialBBX Capital Corporation (the “Company”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the Tower Club, 100 Southeast Third Avenue, One Financial Plaza, Regions Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard,28^th Floor, Fort Lauderdale, Florida 33301,33394, on May 23, 201614, 2019 at 11:1:00 a.m.p.m., local time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.

This Proxy Statement and the accompanying Notice of Meeting and proxy card are first being mailed to shareholders on or about April 28, 2016.15, 2019.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be asked to consider and vote upon the election of ninefifteen directors to the Company’s Board of Directors.Directors, each for a term expiring at the Company’s 2020 Annual Meeting of Shareholders. 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) and, as required every six years, on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation. Shareholders will also be asked at the Annual Meeting to approve an amendment to the BBX Capital Corporation Amended and Restated 2014 Incentive Plan, as previously amended (the “Incentive Plan”), as disclosedwhich would increase the number of shares of the Company’s Class A Common Stock available for grant under the Incentive Plan from 800,000 shares to 3,300,000 shares, resulting in an increase in the sectiontotal number of this Proxy Statement entitled “Executive Compensation.”shares of the Company’s Class A Common Stock and Class B Common Stock available for grant under the Incentive Plan to 14,000,000 shares. 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, 20152018 and to respond to appropriate questions from shareholders.

Who is entitled to vote at the meeting?

Record holders of the Company’s Class A Common Stock and record holders of the Company’s Class B Common Stock as of the close of business on April 8, 20161, 2019 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, 74,670,51978,379,630 shares of the Company’s Class A Common Stock and 13,718,92819,384,730 shares of the Company’s Class B Common Stock were outstanding and, thus, will be eligible to vote at the Annual Meeting.

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

Holders of the Company’s Class A Common Stock and holders of Class B Common Stock will vote as one class on each of the election of directors, and with respect to the non-binding advisory vote on Named Executive Officer compensation.compensation, the non-binding advisory vote on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation, and the proposed amendment to the Incentive Plan. Additionally, in most cases, holders of the Company’s Class A Common Stock and holders of Class B Common Stock will vote as one class on any other matters properly brought before the Annual Meeting. Holders of the Company’s Class A Common Stock are entitled to one vote per share on each matter, with all holders of the Company’s Class A Common Stock having in the aggregate 22% of the general voting power. The number of votes represented by each share of the Company’s Class B Common Stock, which represents in the aggregate 78% of the general voting power, is calculated each year in accordance with the Company’s Amended and Restated Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of the Company’s Class B Common Stock will be entitled to 19.3014.34 votes on each matter.

What constitutes a quorum?

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

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

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

How do I vote my shares?

If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing the enclosed proxy card or by transmitting your voting instructions by telephone or internet as described on the enclosed proxy card. You may also vote your shares at the Annual Meeting by completing a ballot at the Annual Meeting.

If you hold your shares in “street name,” you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee has enclosed or provided a voting card for you to use in providing your voting instructions.

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

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

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

What are my choices when voting?

What are the Board’s voting recommendations?

The Board of Directors recommends that you vote your sharesFOR ALL of the director nominees, andFOR the approval of the compensation of the Company’s Named Executive Officers.Officers, for future advisory votes on Named Executive Officer compensation to be heldEVERY THREE YEARS, andFOR the approval of the proposed amendment to the Incentive Plan.

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

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

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

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

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

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

What vote is required for a proposal to be approved?

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

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

With respect to the non-binding advisory vote on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation, the frequency (every year, every other year, or every three years) which receives the greatest number of votes will be the frequency selected by the shareholders.

Abstentions will not have any impact on thisthe proposal related to the compensation of the Company’s Named Executive Officers or the proposal related to the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation, 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.either of these proposals. The vote on this proposal isthe compensation of the Company’s Named Executive Officers and the vote on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation are advisory only, and neither will not be binding upon the Company, the Board of Directors or the Compensation Committee.

With respect to the proposed amendment to the Incentive Plan, the affirmative vote of a majority of the votes cast on the proposal by holders of the Company’s Class A Common Stock and Class B Common Stock as one class will be required for approval. Since abstentions are treated for these purposes as votes cast on the proposal, abstentions will effectively count as votes against the proposed amendment.

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

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

What are broker non-votes?

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

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

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

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

CORPORATE GOVERNANCE

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

Determination of Director Independence

The Company’s Board of Directors has determined that Norman H. Becker, Andrew R. Cagnetta, Jr., Steven M. Coldren, Darwin Dornbush, Willis N. Holcombe, Oscar Holzmann, Alan J. Levy, Joel Levy, William Nicholson, andAnthony P. Segreto, Neil Sterling and Charlie C. Winningham, II, who together comprise a majority of the Board, are independent. For 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,In connection with the foregoing, the Board specifically determined that Mr. Becker’s service on the Board of Directors of Bluegreen Vacations Corporation (“Bluegreen”), a subsidiary of the Company in which the Company currently holds an approximately 90% interest, with Alan B. Levan, Chairman and Chief Executive Officer of the Company, John E. Abdo, Vice Chairman of the Company, Jarett S. Levan, President and a director of the Company, and Seth M. Wise, Executive Vice President and a director of the Company, did not constitute a material relationship that would impair Mr. Becker’s independence. In addition, with respect to Mr. Holzmann,Coldren, the Board of Directorsdiscussed and considered that his daughterhe is the President of Business Information Systems, Inc., a company which currently leases (and, since 1985, has leased) office space from Abdo Companies, Inc., of which John E. Abdo, the Company’s Vice Chairman is President, for approximately $84,000 per year, which was an employee of KPMG LLP from February 2010 until October 2012 and rejoined KPMG LLP in May 2014. During October 2013, Renin Holdings LLC,reported to the Board to approximate the market rate. The Board determined that this relationship did not constitute a joint venture entity owned 19% by the Company and 81% by BBX Capital Corporation (“BBX Capital”), through acquisition subsidiaries, acquired substantially all of the assets of Renin Corp. BBX Capital subsequently engaged KPMG LLP to audit the historical financial statements of Renin Corp. and its consolidated subsidiaries. The Company holds an approximately 81% equity interest and 90% voting interest in BBX Capital.material relationship that would impair Mr. Coldren’s independence.

Committees of the Board of Directors and Meeting Attendance

The Audit Committee is comprised of Joel Levy, Chairman, Norman H. Becker, Steven M. Coldren, Oscar Holzmann and William Nicholson serve as the members of the Audit Committee.Nicholson. 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. Joel Levy, Becker and Holzmann is qualified as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated by the SEC. The Audit Committee met nineeight times during 2015.2018.

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

of the Company’s internal audit function. In connection with these oversight functions, the Audit Committee receives reports from, and meets with, the Company’s internal audit group, management and independent auditor. The Audit Committee receives information concerning the Company’s internal control over financial reporting and any significant deficiencies and material weaknesses in such control and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting to the Audit Committee of concerns regarding questionable accounting or auditing matters. A report from the Audit Committee is included in this Proxy Statement on page 39.42.

The Compensation Committee is comprised of Neil Sterling, Chairman, Steven M. Coldren, Darwin Dornbush, Willis N. Holcombe 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”).NYSE, including the additional independence requirements applicable to compensation committee members thereunder. The Compensation Committee met sevenfive times during 2015.2018.

The Compensation Committee provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive officers. It reviews and determines the compensation of the Company’s executive officers, including the Chief Executive Officer. The Compensation Committee also administers the Company’s equity-based compensation plans. plans, including the Company’s Incentive Plan. See “Proposal No. 4 — Approval of an Amendment to the BBX Capital Corporation Amended and Restated 2014 Incentive Plan” for information regarding the Incentive Plan, including the proposed amendment to the Incentive Plan to be presented for shareholder approval at the Annual Meeting.

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. As described in further detail below under “Executive Compensation – Compensation Discussion and Analysis,” during 2018, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), a third party compensation consultant, to assist the Compensation Committee in connection with the design of the Company’s incentive program for its executive officers.

A report from the Compensation Committee is included in this Proxy Statement on page 22.23.

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. The fundamental responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believes to be the best interests of the Company and its shareholders. The Board’s current leadership structure combines the position of Chairman and Chief Executive Officer. The Company believes that the combination of these two positions has been an appropriate and suitable structure for the Board’s function and efficiency, as the Chairman and Chief Executive Officer serves as the direct link between senior management and the Board.

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

Risk Oversight

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

Executive Sessions of Non-Management Directors

Communications with the Board of Directors and Non-Management Directors

Code of Ethics

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, 2015.2018.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

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

All ninefifteen of the Company’s current directors have been nominated for re-electionelection at the Annual Meeting to serve for a term expiring at the Company’s 20172020 Annual Meeting of Shareholders. Each of the director nominees was recommended for election by the Nominating/Corporate Governance Committee and has consented to serve for his term. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Except as otherwise indicated, no director nominee or director continuing in office has had any change in principal occupation or employment during the past five years.

Directors Standing for Election

Jarett S.Mr. Alan Levan, age 42, was appointed Acting74, 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 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. From December 2015 until his reappointment as the Company’s Chairman and Chief Executive Officer during December 2015. He hasFebruary 2017, Mr. Alan Levan served as a member ofFounder and strategic advisor to the Company’s Board of Directors since September 2009 and was appointed to serveDirectors. Mr. Alan Levan has also served as Executive Vice PresidentChairman of the Board of Bluegreen since May 2017 and from May 2002 to December 2015. From May 2015 until February 2017, he served Bluegreen in a non-executive capacity. During November 2017, Bluegreen completed the initial public offering of its common stock, which is listed on the NYSE. The Company during April 2011.currently holds approximately 90% of Bluegreen’s outstanding common stock. From 1994 until December 2015, Mr. JarettAlan Levan is the President and a director of BBX Capital, and he was appointed Actingalso Chairman and Chief Executive Officer of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) (together with its successor by merger, BBX Capital Florida LLC, “BCC”), which merged with and into a wholly owned subsidiary of the Company during December 2015.2016 (the “BCC Merger”). He also served as Founder and strategic advisor to the Board of Directors of BCC during that time and currently serves as its Chairman and Chief Executive Officer and PresidentOfficer. In addition, Mr. Alan Levan served as Chairman of BankAtlantic, BCC’s former federal savings bank subsidiary, from 1987 until July 2012 when BCC sold BankAtlantic was sold to BB&T Corporation (“BB&T”). Mr. JarettAlan Levan also servesserved 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.Benihana Inc. (“Benihana”) until August 2012. The Company had a significant investment in Benihana until August 2012 when Benihana was acquired by Safflower Holdings Corp. The Company’s Board of Directors believes that Mr. Jarett Levan’sAlan Levan is a strong operating and management experience, including his executive and directorthat his proven leadership skills enhance the Board and the Company. The Board also believes that Mr. Alan Levan’s positions at BBX Capitalthe Company and other affiliates andits subsidiaries allow him to provide insight to the Board with respect tocritical insight regarding the Company’s business and affairs.prospects of the organization.

John E. Abdo, age 72,75, has served as Vice Chairman of the Company since 1993 and Vice Chairman of BBX CapitalBCC since 1994. He has also served as Vice Chairman of the Board of Bluegreen since 2002, except for the period from December 2015 until August 2017, during which time he served as Acting Chairman of the Board of Bluegreen. 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., a member of the Board of Directors of the Performing Arts Center Authority (“PACA”) and the former 20-year President, and current director and Chairmanmember of the Investment Committee and Finance Committee, of the Broward Performing Arts Foundation. Mr. Abdo also served as a director of Benihana until August 2012, including serving as Vice Chairman of the Board of Benihana from 2009 through August 2012. The Company’s Board of Directors believes that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive experience as part of the Florida business community and his knowledge of the business and affairs of the Company and its subsidiaries based on his long history of service. The Board also believes that Mr. Abdo’s real estate background provides additional knowledge and perspective to the Board.

1Excluding 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.

Jarett S. Levan, age 45, serves as President of the Company. From December 2015 to February 2017, he also served as Acting Chairman and Chief Executive Officer of the Company. He has served as a member of the Company’s Board of Directors since September 2009 and was Executive Vice President of the Company from April 2011 until December 2015. Since August 2017, Mr. Jarett Levan has served as a director of Bluegreen. He is also the President of BCC, and served as its Acting Chairman and Chief Executive Officer from December 2015 until the completion of the BCC Merger in December 2016. Mr. Jarett Levan also served as a director of BCC since 1999 and was the Chief Executive Officer and President of BankAtlantic from January 2007 until July 2012 when BankAtlantic was sold to BB&T. Mr. Jarett Levan also serves as a director of Business for the Arts of Broward, the Broward Center for the Performing Arts, the Community Foundation of Broward, the Greater Fort Lauderdale Alliance, the Broward Workshop, the Broward College Foundation and the Ambassadors Board of Nova Southeastern University. The Company’s Board of Directors believes that Mr. Jarett Levan’s operating and management experience, including his positions with the Company’s subsidiaries and affiliates, allow him to provide insight to the Board with respect to the Company’s business and affairs.

Seth M. Wise, age 49, has served as a director and Executive Vice President of the Company since September 2009. Mr. Wise has also served as Executive Vice President of BCC since August 2012 and as a director of Bluegreen since August 2017. In addition, since July 2005, Mr. Wise has served as President of Woodbridge Holdings, LLC (including its predecessor, Woodbridge Holdings Corporation) (“Woodbridge”) after serving as its Executive Vice President since September 2003. He also previously was Vice President of Abdo Companies, Inc. The Company’s Board of Directors believes that Mr. Wise’s real estate-related experience and background enhance the Board’s knowledge with respect to the real estate industry and that it benefits from the insight he brings with respect to the Company’s, BCC’s and Woodbridge’s operations and investments based on his executive positions at those companies.

Norman H. Becker, age 81, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC since 2013. Mr. Becker is currently, and has been for more than ten years, self-employed as a Certified Public Accountant. Mr. Becker was the Chief Financial Officer and Treasurer of Proguard Acquisition Corp. as well as a member of its Board of Directors until his resignation from such positions during June 2012. Mr. Becker was previously a partner with Touche Ross & Co., the predecessor of Deloitte & Touche LLP, for more than ten years. He has served as a director of Bluegreen since 2003. He also served as a director of Benihana until August 2012. The Board believes that Mr. Becker provides valuable insight to the Board based on his business, financial and accounting expertise and that his accounting and financial knowledge make him a valuable resource for the Audit Committee.

Andrew R. Cagnetta, Jr., age 54, was appointed to the Company’s Board of Directors, effective August 1, 2018. Mr. Cagnetta is the Chief Executive Officer of Transworld Business Advisors, LLC, an international business brokerage firm headquartered in West Palm Beach, Florida. The Board believes that it benefits from Mr. Cagnetta’s experience and expertise related to business acquisitions and sales, including developments and trends with respect thereto, and other business and financial matters generally.

Steven M. Coldren, age 71, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC or its predecessor since 1986. Mr. Coldren is the President/Founder of Business Information Systems, Inc., a distributor of commercial recording systems since 1982. Until 2004, Mr. Coldren was also Chairman of Medical Information Systems, Corp., a distributor of hospital computer systems. The Board believes that Mr. Coldren’s business and financial experience as the President/Founder of Business Information Systems and Chairman of Medical Information Systems, combined with his knowledge of BCC’s business as a consequence of his long history of service as a director of BCC, are valuable to the Board.

Darwin Dornbush, age 86,89, is an attorney in private practice. He served as a partner in the law firm of Dornbush Schaeffer Strongin & Venaglia, LLP from 1964 until January 2015. He also served as Secretary of Cantel Medical Corp., a healthcare company, until 2010 and as a director of that company until 2009. In addition, Mr. Dornbush served as a member of the Board of Directors of Benihana from 1995 through 2005 and again from 2009 through January 2012. From 1983 until 2008, he served as Secretary of Benihana and its predecessor. The Company’s Board of Directors believes that it benefits from Mr. Dornbush’s experience in legal and business matters gained from his career as a practicing attorney and his previous memberships on public company boards.

Dr. Holcombe, age 73, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC since 2003. Dr. Holcombe served as the Chancellor of the Florida College System from October 2007 until his retirement from that position in November 2011 and as interim President of Florida State College at Jacksonville from January 2013 through December 2013. He previously served as the President of Broward Community College from January 1987 until January 2004, as well as interim President from November 2006 to July 2007. Dr. Holcombe also served as a director on the Florida Prepaid College Board from January 2008 through November 2011. The Board believes that Dr. Holcombe’s academic background and management acumen, including his previous service as Chancellor of the Florida College System, give him a unique perspective to provide meaningful insight to the Board. The Board also believes that it benefits from Dr. Holcombe’s knowledge of, and relationships within, the South Florida community.

Oscar Holzmann, age 73, has been76, was an Associate Professor of Accounting at the University of Miami School of Business since 1980.from 1980 until his retirement in 2017. He received his Ph.D. in Business Administration from Pennsylvania State University in 1974. The Company’s Board of Directors believes that Mr. Holzmann’s background gives him a unique perspective and position to contribute to the Board. His accounting and financial knowledge also make him a valuable member of the Company’s Audit Committee.

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

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

Joel Levy, age 76,79, 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 relating to the real estate industry gained from his executive positions at Adler Group and JLRE Consulting provide meaningful insight to the Board and that, based on his finance and accounting background, Mr. Levy makes important contributions to the Company’s Audit Committee.

William Nicholson, age 70,73, 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.

Anthony P. Segreto, age 69, was appointed to the Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC since 2012 and an advisory director of BCC from 2009 until 2012. Mr. Segreto formerly served as a news anchor on NBC’s South Florida affiliate for 40 years and is an active member of the South Florida community. He serves on the Boards of Directors of the Dan Marino Foundation, the Boys and Girls Club of Broward, 211 Broward and Forever Family, and he is the spokesperson for the Make-A-Wish Foundation and St. Jude’s Children’s Research Hospital. Mr. Segreto also serves on the Advisory Board of the Nova Southeastern University H. Wayne Huizenga School of Business and Entrepreneurship, and he is a member of the Orange Bowl Committee and the Board of Directors of the Miami Sports Commission, among other civic activities. Mr. Segreto also served as a consultant to BankAtlantic from October 2009 until the completion of the sale of BankAtlantic to BB&T during July 2012. The Board believes that it benefits from Mr. Segreto’s recognition, relationships and community involvement within the South Florida market.

Neil Sterling, age 64,67, has been the principal of The Sterling Resources Group, Inc., a business development consulting firm, since 1998. He is also the principalFounder and Chief Executive Officer of SRG Technology, LLC, a software development and sales company, and New River Consulting Group, LLC, a business development consulting firm.company. As a result of his experience as an executive of business consultantconsulting and executive,technology companies and his exposure to, and knowledge of, numerous companies and industries, the Company’s Board of Directors believes that Mr. Sterling brings strategic insight to the Board. In addition, the Board both with respectbelieves that he provides a valuable perspective to the Company’s businessBoard resulting from his not-for-profit services as a former member of the Broward County School Board, Founding Chairperson of PACA, and investments as well as emerging business models.member of the Florida Ethics Commission, among other charitable and not-for-profit services.

Seth M. Wise,Mr. Winningham, age 46, has served as86, is a director and Executive Vice President of the Company since September 2009.private investor. Mr. WiseWinningham was appointed to serve as Executive Vice President of BBX Capital during August 2012. Since July 2005, Mr. Wise has served as President of Woodbridge (including its predecessor, Woodbridge Holdings Corporation) after serving as its Executive Vice President since September 2003. He also previously was Vice President of Abdo Companies, Inc. Thethe Company’s Board of Directors in connection with the completion of the BCC Merger during December 2016 after serving as a director of BCC or its predecessor since 1976. Mr. Winningham was the President of C.C. Winningham Corporation, a civil engineering and land surveying firm, from 1963 until his retirement in 2003. The Board believes that it benefits greatly from Mr. Winningham’s over 40 years of experience in the real estate market. In addition, as a long-serving director of BCC, the Board believes that Mr. Wise’s real estate-related experienceWinningham has a strong appreciation for, and background enhancevast knowledge of, the Board’s knowledge with respectbusiness and affairs of BCC, which the Board believes allows him to the real estate industry and that it benefits from the insight he brings with respect to the Company’s, BBX Capital’s and Woodbridge’s operations based on his executive positions at those companies.provide critical insight.

The Board of Directors Unanimously Recommends that Shareholders

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

IDENTIFICATION OF EXECUTIVE OFFICERS

The following individuals are executive officers of the Company:

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

Raymond S. Lopez, age 41,44, joined the Company as Executive Vice President, Chief Financial Officer and Chief AccountingRisk Officer onduring March 17, 2015. Since March 17, 2015, Mr. Lopez has also served as Chief Financial Officer of BBX Capital.BCC. Prior to joining the Company, Mr. Lopez served as an officer of Bluegreen. He joined Bluegreen as its Controller in 2004 and was promoted to Chief Accounting Officer and Vice President of Bluegreen in 2005 and to Senior Vice President of Bluegreen in 2007. Prior to joining Bluegreen, Mr. Lopez worked in various capacities at Office Depot, Inc. and Arthur Andersen LLP. Mr. Lopez is a Certified Public Accountant.

Susan J. Saturday, age 60, was appointed Executive Vice President and Chief Human Resources Officer of the Company during April 2018. Ms. Saturday performed the functions of Chief Human Resources Officer of the Company on a part-time basis from June 2016 through April 2018, at which time she joined the Company on a full-time basis. Ms. Saturday held various management positions at Bluegreen from 1988 until April 2018. 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 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Related Party Transactions

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

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

Related Party Transactions

The Company may be deemed to be controlled by Alan B. Levan, the Company’s former Chairman and Chief Executive Officer, and President, and John E. Abdo, the Company’s Vice Chairman. Together, Mr. Alan Levan and Mr. Abdo may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 76%78% of the Company’s total voting power. See “Security Ownership of Certain Beneficial Owners and Management” below for further information with respect to the share ownership of each of Mr. Alan Levan and Mr. Abdo.

TheIn addition to their positions with the Company, holds shares of BBX Capital’s Class A Common Stockthe Company’s executive officers and Class B Common Stock representing an approximately 81% equity interestdirectors also hold or held positions at BCC and 90% voting interest in BBX Capital. The Company and BBX Capital own 54% and 46%, respectively, of Woodbridge, whichBluegreen as follows. Mr. Alan Levan is the sole shareholderChairman and Chief Executive Officer of BCC and non-executive Chairman of the Board of Directors of Bluegreen. Mr. Abdo is the Vice Chairman of BCC and non-executive Vice Chairman of the Board of Directors 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 PresidentBCC and Acting Chairman and Chief Executive Officera director 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 of BBX Capital and Chairman of Bluegreen until December 2015. Further, Seth M. Wise is an executive officerExecutive Vice President of BCC and a director of the Company and an executive officer of BBX Capital.Bluegreen. Raymond S. Lopez is an executive officerthe Chief Financial Officer of BCC, the Company and BBX Capital and he previously served as

former Chief Accounting Officer and Senior Vice President of Bluegreen. John K. Grelle served as an executive officer of the CompanyBluegreen, and BBX Capital until his retirement on March 17, 2015.continues to perform certain services for Bluegreen in a non-executive capacity. See “Executive Compensation” below for information regarding the compensation, if any, paid by the Company, BBX CapitalBCC and Bluegreen to Mr. Jarett Levan, Mr. Abdo, Mr. Alan Levan, Mr. Wise, Mr. Lopezthese individuals for their services on behalf of such entities. In addition, Susan J. Saturday served as Executive Vice President and Mr. Grelle, as applicable, forChief Human Resources Officer of Bluegreen until April 2018 when she joined the years ended December 31, 2015, 2014 and 2013.

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

The following table presents information relating to shared services arrangements between the Company, BBX Capital and Bluegreen, and an information technology services agreement between the Company and BBX Capital$195,000 for the year ended December 31, 2015 (in thousands).

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 terms2018. Further, Norman H. Becker is a non-employee director of the agreement, the Company reimburses BBX Capital at cost for certain costs and expenses related to the office facilities provided, which totaled $419,000 during the year ended December 31, 2015.

Beginning in 2013, employeeseach of the Company and BBX Capital were provided health insurance under policies maintained by Bluegreen. Bluegreen was reimbursed at costMr. Becker received compensation for this expense, which,his service on Bluegreen’s Board of Directors and its committees of $85,000 for the year ended December 31, 2015, totaled $193,000 with respect to the Company and $1,150,000 with respect to BBX Capital. This arrangement was terminated in January 2016.2018.

During the year ended December 31, 2015,2018, Bluegreen paid a subsidiarysubsidiaries of the Company approximately $600,000$1.6 million for a variety of management advisory, risk management, administrative and other services.

OnDuring 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.Company. Amounts outstanding on the loan bear interest at a rate of 10%6% 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 $5.62018, the Company paid approximately $4.8 million of interest incomeexpense on the loan.

On September 4,During May 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

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.

On May 8, 2015, the Company, BBX Capital,subsidiaries, including BCC, Woodbridge, Bluegreen and their respective subsidiaries, entered into an Agreement to Allocate Consolidated Income Tax Liability and Benefits (the “Consolidated Tax Agreement”) pursuant to which, among other customary terms and conditions, the parties agreed to file consolidated federal tax returns. Pursuant to the Consolidated Tax Agreement, the parties calculate their respective income tax liabilities and attributes as if each of them werewas 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, 2015,2018, Bluegreen paid the Company $19.2approximately $23.1 million pursuant to the Consolidated Tax Agreement.

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

On March 4, 2019, the Company announced its intention to take Bluegreen private through a short-form merger under Florida law pursuant to which the Company would acquire all of the outstanding shares of Bluegreen’s common stock not currently owned by it. If the merger is completed, Bluegreen would become a wholly-owned subsidiary of the Company and each share of Bluegreen’s common stock outstanding at the effective time of the merger, other than shares beneficially owned by the Company and shareholders who duly exercised and perfected appraisal rights in accordance with Florida law, would be converted into the right to receive $16.00 per share in cash (an aggregate of approximately $115.0 million). On March 25, 2019, the Company announced that it is re-evaluating whether to proceed with the merger in light of notice from Bass Pro Inc. that it intends to cancel Bluegreen’s access to the Bass Pro marketing channels and advertising materials on the date that is 30 days after the date of the notice unless Bluegreen cures certain alleged breaches. The merger may be terminated at any time before it becomes effective.

EXECUTIVE COMPENSATION

compensation Discussion and Analysis

Executive Summary

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

The Company’sCompany is a diversified holding company, and its principal holdingsinvestments include its 81% equityapproximate 90% ownership interest in Bluegreen, a sales, marketing, and management company focused on the vacation ownership industry, BBX Capital Real Estate, which is engaged in the acquisition, development, construction, ownership and management of real estate and investments in real estate joint ventures, Renin, which is engaged in the design, manufacture, and distribution of sliding doors, door systems and hardware, and home décor products, and IT’SUGAR, a specialty candy retailer which operates approximately 100 retail locations in over 25 states and Washington, D.C. In addition, the Company has other investments in various operating businesses, including restaurant locations throughout Florida and companies in the confectionery industry.

The Company and its 54% equity interest in Woodbridge, which owns 100% of Bluegreen. During 2015, the Company’s financial resultsshareholders benefited from the accomplishmentaccomplishments at the holding company level, as well as at Bluegreen and within BBX Capital Real Estate, Renin and BluegreenIT’SUGAR, of numerous strategic objectives, including the following.following during 2018:

TheseThe Company’s goal is to build long-term shareholder value. Since many of the Company’s assets do not generate income on a regular or predictable basis, the Company’s objective continues to be long-term growth as measured by increases in book value and other accomplishments during 2015 generated positiveintrinsic value over time. The Company’s financial results formay not fully reflect the value being created. Likewise, stock market volatility and the impact of external events unrelated to the Company’s performance, among other factors, may result in a disparity between the Company’s stock price and the intrinsic value of the Company including significant increasesat any point in consolidated revenues,time. In 2018, the Company generated revenue growth, with revenue increasing 9.0% to $947.6 million in 2018. In addition, in 2018, net income was $35.1 million, earnings per share was $0.36, Adjusted EBITDA was $109.2 million, and the Company’sFree Cash Flow was $41.1 million. Fully diluted book value as well as an approximately 6.0% increaseper share increased to $5.70 per share from $5.63 per share. The Company continued to focus on generating and managing its cash and ended 2018 with more than $150.0 million in cash on its balance sheet. The Company’s stock price peaked in April 2018 at $10.01 and a $1.0 billion market capitalization before trending down with the rest of the stock market, ending the year with a stock price of $5.73 per share, before moving above $6.00 per share in early 2019. As noted above, the Company’s Class A Common Stock from December 31, 2014 through December 31, 2015.Company paid regular quarterly cash dividends during 2018 of $0.01 per share ($0.04 per share annually), an increase compared to quarterly cash dividends of $0.0075 per share ($0.03 per share annually) during 2017. The Company also returned cash to shareholders by repurchasing 1.2 million shares under its share repurchase program and approximately 6.5 million shares pursuant to the tender offer completed in April 2018.

The Compensation Committee monitored achievementAfter consideration of these strategic initiatives and otherthe factors during the year. As a result of that process,described above, the Compensation Committee determined that the Named Executive Officers substantiallyCompany’s executives accomplished many of the objectives established for them in 2015.2018. Accordingly, in January 2019, 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.Company’s executives. Additional details are provided below; see especially “Annual Incentive ProgramBonuses” and “Long-Term EquityCompensation.”

Named Executive Officers

The following individuals were the Named“Named Executive Officers (“NEOs”)Officers” of the Company during 2015:for 2018:

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

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

Compensation Committee Oversight of Executive Compensation

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

The Compensation Committee’s charter reflects these responsibilities, and the Compensation Committee and the Board annually review and, if appropriate, revise the charter (or, in the case of the Compensation Committee, recommend to the full Board of Directors revisions to the charter).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 inmembers under the listing standards of the NYSE in connection with its independence determinations.NYSE. The Compensation Committee meets at regularly scheduled times during the year, and it may also hold specially scheduled meetings and take action by written consent. When necessary or requested, the Chairman of the Compensation Committee reports at Board meetings on Compensation Committee actions and recommendations.

Executive Compensation Consultants

The Compensation Committee has the authority to engage and retain executive compensation consultants and other advisors to assist with its deliberations.functions and decisions. During 2015,2018, the Compensation Committee did not engagecontinued its engagement with Pearl Meyer to serve as an independent compensation consultant to the Compensation Committee. The scope of Pearl Meyer’s services vary from year to year depending on the needs and requests of anthe Compensation Committee. In 2018, Pearl Meyer provided assistance to the Compensation Committee in connection with the design of the Company’s incentive program for its executive compensation consultant.officers.

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 serves as the Compensation Committee reviews and approves recommendations regarding equity awardsadministrative committee under the Company’s equity compensation plans. Inplan. As the administrative committee, the Compensation Committee makes all determinations under the plan, including with respect to the granting of awards and the recipients, the form of award, as well as the amount and terms thereof. Subject to applicable law and the terms of employment agreements, in reviewing the recommendations of the Chief Executive Officer, the Compensation Committee can exercise its discretion to approve, not approve or modify, upward or downward, any amounts or awards recommended by the Chief Executive Officer.

Consideration of Advisory Votes on Executive Compensation

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

In addition, at the Company’s 2013 Annual Meeting, holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 95% of the votes cast voted in favor of holding non-binding advisory votes on Named Executive Officer compensation every three years. The Board also believes that the say on pay proposal should be presented to a vote of the Company’s shareholders every three years because, among other things, a three-year period will allowafford the Company’s shareholders the time to better judge the Company’s executive compensation program in relation to performance over time and a three-year period will provide the Board with sufficient time to thoughtfully consider shareholder input, including voting results, and to effectively implement any changes to the Company’s executive compensation program it deems appropriate. Accordingly,

At the Company did not hold an advisory vote on executiveCompany’s 2016 Annual Meeting, holders of shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 92% of the votes cast voted in favor of the compensation at its 2014 or 2015 Annual Meetings. provided to the Company’s Named Executive Officers for 2015.

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 VoteMeeting, the shareholders will be asked to vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers (see Proposal #2) and on the frequency with which the Company should hold future advisory votes on Named Executive Officer Compensation (Say on Pay)compensation (see Proposal #3).”

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 currently consists of a base salary, bonuses (payable in cash bonuses under the Company’s annual incentive program, periodic grants of stock options and/or restricted stock awards,awards), and health and welfare benefits.

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

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

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

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

As described below under “Employment Agreements,” each of the Named Executive Officers, including Jarett S. Levan,Officer has an employment agreement with both the Company’s Acting Chief Executive Officer,Company 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.BCC. The employment agreements, among other things, provide the structure of thecertain compensation to be paid to them byfor their services on behalf of the Company and BCC, including their base salaries and payments to which they may be entitled in connection with termination of their employment under certain circumstances such as following a “Change in Control”Control.” As a result of the BCC Merger which was completed during December 2016, amounts payable to the Named Executive Officers under their employment agreements with BCC are paid by 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, 2015,2018, the principal components of compensation for the Named Executive Officers were:

Base Salary

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

The Compensation Committee believes that the base salaries paid byto the CompanyNamed Executive Officers are competitive with broad market practices based on periodic reviews of market data, trends in pay practices and the responsibilities of the Named Executive Officers. The Compensation Committee annually reviews the base salaries of the Named Executive Officers and makes decisions about any base salary increasesadjustments after evaluating the Company’s performance and eachthe executive officer’s contribution to those results. The Compensation Committee’s review also includes, among other things, the functional and decision-making responsibilities of eachthe executive, the significance of anthe 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 withinof the Company. The Compensation Committee also considers any recommendations fromof the Chief Executive Officer for adjustments to the base salaries of the other Named Executive Officers. Under the terms of their respective employment agreements, the base salary of a Named Executive Officer may not be decreased without his consent.

During March 2015, Alan B. Levan,The aggregate annual base salaries of the Company’s then-serving ChiefNamed Executive Officer, recommended base salary increases atOfficers for 2018 under their employment agreements with the Company and BCC were $1,500,000 for Jarett S.Mr. Alan Levan, and Seth M. Wise. After considering that recommendation and the performance, skills, achievements and potential of Messrs.$1,500,000 for Mr. Abdo, $900,000 for Mr. Jarett Levan, $900,000 for Mr. Wise, and Seth Wise,$600,000 for Mr. Lopez. These amounts were confirmed by the Compensation Committee in January 2018 and, except with respect to Mr. Lopez, were not changed from 2017. Based on management’s recommendation, in January 2018 the Compensation Committee approved a $75,000salary increase for Mr. Lopez, raising his total annual salary from $563,000 to the respective annual base salaries$600,000, effective January 1, 2018. Consistent with previous years, $26,000 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. Thewas paid by Bluegreen in 2018 and 2017.

In January 2019, the Compensation Committee did not make anyreviewed the annual base salary adjustmentssalaries for the Company’s executive officersNamed Executive Officers and agreed to maintain salaries at the same amounts as in 2018 for 2016. As previously described, Mr.Messrs. Alan Levan, resigned as Chairman, Chief Executive OfficerAbdo, Jarett Levan and President of the Company, effective December 22, 2015, but continues to serve the Company in the non-executive position of Founder and strategic advisor. In connection with such change in Mr. Alan Levan’s role, his annual base salary was decreased from $750,000 to $350,000.

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

Annual Incentive Program

Wise. 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 setsalary increase for Mr. Lopez, raising his annual salary from $600,000 to $735,000 in recognition of strategic initiatives considered to be importanthis performance and contribution to the success of the Company, including its long-term business strategy,Company’s achievements and to reflect Company priorities for the year. For 2015, theresults. The Compensation Committee approvedmaintained the following strategic initiatives:

No objective financial targets or formulastarget total compensation 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 Levanat $1,600,000, subject to performance 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.

Annual Bonuses

For 2018, the Compensation Committee approved an annual bonus program under the Company’s Incentive Plan which contemplated for a pool to be funded in an amount of up to 6.0% of the Company’s book value as of calendar year end; provided, however, that (i) the creation of the incentive pool was conditioned on the Company’s book value being no less than a specified minimum amount, and (ii) the incentive pool could not exceed $36.0 million. Each of Mr. Alan Levan and Mr. Abdo was entitled to receive annual performance-based awards from the incentive pool having a maximum value equal to 33.33% of the incentive pool (e.g., a maximum of $12.0 million each per year if the incentive pool was funded to its $36.0 million cap). Each of Mr. Jarett Levan and Mr. Wise was entitled to receive annual performance-based awards from the incentive pool in a maximum amount equal to 16.67% of the incentive pool (e.g., a maximum of $6.0 million each per year if the incentive pool was funded to its $36.0 million cap). The Compensation Committee, in its discretion based on such objective or subjective factors as it may consider, could decrease the total amount of the incentive pool and the amounts payable to each executive. These factors included, without limitation, changes in the stock price of the Company as compared to the S&P 500 Index over the most recent three years, growth in the Company’s book value, with a target of 5% growth (excluding the impact of any restructuring or other charges in connection with the disposition or exiting of a business), oversight of Bluegreen, including implementation of strategic initiatives, oversight of BBX Capital Real Estate, including implementation of strategic initiatives such as managing various real estate developments and joint ventures, monetizing legacy assets and oversight of IT’SUGAR, Renin and other companies in the BBX Capital portfolio, including implementation of strategic initiatives related to the acquisition and operations of various companies or groups of companies. Incentive awards were payable, at the discretion of the Compensation Committee, in cash, restricted stock awards (“RSAs”), or a combination of cash and RSAs.

Based on the Company’s book value of approximately $549.6 million at December 31, 2018, the maximum incentive pool for 2018 was approximately $33 million. In January 20162019, the Compensation Committee reviewed the funding of the incentive pool, the Company’s results relative to each of the strategic initiatives it had established atand factors considered by the beginning ofCompensation Committee, as described above and in the year as well asExecutive Summary, and the performance of the Named Executive Officers,Messrs. Alan Levan, Abdo, Jarett Levan and Wise, including in respect of thesuch strategic initiatives.initiatives and factors. The Compensation Committee noteddetermined that during 2015 significant progressmanagement had been made with respect to the Company’s businesssubstantially achieved its goals; performance exceeded expectations for certain measures and investment strategy leading to positivefactors (e.g., revenue growth at Bluegreen, financial results at BBX Capital Real Estate, the Company. In particular,Altman transaction, expansion at IT’SUGAR) and met or fell slightly below expectations for other measures (e.g., strategic initiatives related to certain portfolio companies). Based on its review, the Compensation Committee notedused its discretion to set the following accomplishments duringtotal amount of the year.incentive pool for 2018 at $22,192,224, which represented approximately 67% of the maximum amount permitted by the bonus plan, and approved awards to Messrs. Alan Levan, Abdo, Jarett Levan and Wise as follows:

In addition, with respect toWhile Mr. Lopez was not a participant in the goal of long-term value creation,incentive bonus plan for 2018, the Compensation Committee notedestablished a target total compensation amount for Mr. Lopez of $1,600,000 for 2018, which included his 2018 annual base salary of $600,000 and total incentives of $1,000,000, payable in cash and/or RSAs at the substantial increase in the Company’s book value. The Compensation Committee also took notediscretion of the performance of the Company’s stock price, which increased approximately 6.0% during the year.

Compensation Committee. Based on the above, in January, 2016,Company’s performance and achievements during 2018 and Mr. Lopez’s individual performance and significant contributions to the success, performance and achievements of the Company, the Compensation Committee approved a discretionary bonus to Mr. Lopez of $1,023,822 for 2018.

The Compensation Committee approved the payment of the annual bonuses to each of the Named Executive Officers described above in a combination of cash and RSAs of the Company’s Class B Common Stock, which are scheduled to vest in 25% increments on October 1, 2019, 2020, 2021 and 2022. The table below shows the allocation of cash bonuses and RSAs approved for the Named Executive Officers for 2018 performance.

The RSAs allocated to the Named Executive Officers equalwere based on the closing price of the Company’s Class A Common Stock as quoted on the NYSE on the January 8, 2019 grant date, or $6.12 per share. The allocated bonus amount of the RSAs granted to each Named Executive Officer for 2018 performance was approximately $4.2 million for Mr. Alan Levan, $4.9 million for Mr. Abdo, $1.2 million for each of Mr. Jarett Levan and Mr. Wise, and $186,900 for Mr. Lopez.

As a result of the recent changes to Section 162(m) of the Code, the compensation paid for 2018 performance under the annual bonus program to the full amountextent in excess of their respective$1.0 million is not deductible for federal income tax purposes. See the discussion under “Code Section 162(m)” below for additional information regarding the Compensation Committee’s consideration of the provisions of Section 162(m) of the Code, including the changes made thereto in 2018, in connection with its executive compensation determinations.

The Compensation Committee has not approved an annual bonus potentials shown above. program under the Company’s Incentive Plan for 2019. Instead, the Compensation Committee approved annual bonus opportunities for each of the Named Executive Officers in the following amounts: $3,000,000 for Mr. Alan Levan; $3,000,000 for Mr. Abdo; $720,000 for Mr. Jarett Levan; $720,000 for Mr. Wise; and $514,500 for Mr. Lopez. These bonuses are discretionary bonuses payable in such amounts and in such form (including cash, RSAs or other equity-based awards, or a combination thereof) as the Compensation Committee may determine. In making such determination, the Compensation Committee will consider such factors as it deems appropriate. These factors may include, without limitation, the factors described above with respect to the bonuses granted for 2018 and those described in the Executive Summary.

The annualCompensation Committee may approve additional cash bonuses paid for 2015 are included infrom time to time pursuant to other incentive plans or programs, or otherwise at the Bonus column of the Summary Compensation Table below.Committee’s discretion.

Long-Term Equity Compensation

The Company’s long-term equity compensation program seeks to ensure thatis designed with a view towards having a significant portion of executive compensation is tied to the performance of the Company’s stock. This servesstock in order 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 RSAs. The Company may also grant 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.under its equity compensation plan.

Awards of stock options and restricted stockEquity-based awards are currently made under the BFC Financial Corporation 2014 StockCompany’s 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.

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

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

In recent years, the Compensation Committee has chosen to grant restricted stock awardsRSAs rather than stock options. The Company has undergone significant changes since 2012, particularly given BBX Capital’sBCC’s sale of BankAtlantic, itsBCC’s former wholly owned federal savings bank subsidiary, to BB&T Corporation during July 2012,2012. The Company is a diversified holding company and BBX Capital’s related transition to an entrepreneurial enterprise with a wide variety of activities focused on the vacation ownership industry, 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,In this environment, the Compensation Committee believes that restricted stock awardsRSAs 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 awardsRSAs 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 CommitteeSee “Annual Bonuses” above for information regarding RSAs 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 includedfor performance 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, he remains employed by the Company in the role of Founder and strategic advisor.

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.2018.

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 compensation of the Company’s Chief Executive Officer’s compensationOfficer, Alan B. Levan, 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.Committee. Accordingly, a majority of the annual compensation paid to the Company’s Chief Executive Officer has in recent years, including in 2015,2018, 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 awardsRSAs which are scheduled to vest over a four-year period). The value that the Chief Executive Officer may receive from the long-term equity compensation is directly related to the performance of the Company’s stock and therefore serves to reward performance and align

his interests with those of other shareholders.

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

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

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 generally limits the deductibility for federal income tax purposes of compensation paid to certain of the Company’s executive officers“covered employees” in excess of $1.0 million in any taxable year.  Prior to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) in 2018, the definition of “covered employees” consisted of any individual who served as chief executive officer and each of the next three most highly compensated officers for the taxable year may be restricted. (other than the chief financial officer), and compensation that qualified as “performance-based compensation” under Section 162(m) of the Code was exempt from the $1.0 million limitation.  However, the Tax Act, which was effective for the Company’s 2018 fiscal year, significantly amended Section 162(m) of the Code.  Under the Tax Act, the “performance-based compensation” exception to the $1.0 million limitation has been eliminated, subject to certain transition relief for compensation payable pursuant to a written binding contract that was in effect as of November 2, 2017.  Additionally, the Tax Act expanded the definition of “covered employees” to include any individual who served as the chief financial officer for the taxable year as well as any individual who was considered a “covered employee” for any taxable year beginning after December 31, 2016.

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 in the past approved and may in the future approve compensation to executive officers which exceeds the deductibility limits or otherwise may not qualify for deductibility. CompensationThe compensation paid for 2015 to each Named Executive Officer overfor 2018 performance in excess of $1.0 million is not deductible for federal income tax purposes under Section 162(m) of the Code. In addition, subject to any future changes to Section 162(m) of the Code and/or interpretations of the Tax Act, future compensation payable to each Named Executive Officer in excess of $1.0 million annually is not expected to be deductible for federal income tax purposes.

Compensation Committee Report

The following Compensation Committee Report shall not be deemed to be “soliciting material” or to be “ filed”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, 2015.2018.

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which during 2015, 2014 and 2013, the Company, BBX CapitalBCC and Bluegreen paid to or accrued on behalf of the Company’s Named Executive Officers.Officers during 2018, 2017 and 2016.

Grants of Plan-Based Awards - 20152018

The following table sets forth information regarding non-equity, 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.for 2018.

Additionally, on January 8, 2019, the Compensation Committee granted restricted stock awards of 688,186 shares, 803,498 shares, 200,875 shares, 200,875 shares and 30,541 shares of the Company’s Class B Common Stock to Mr. Alan Levan, Mr. Abdo, Mr. Jarett Levan, Mr. Wise and Mr. Lopez, respectively, under the Company’s 2014 Incentive Plan for services performed during 2018. These restricted stock awards are scheduled to vest in four equal annual installments beginning on October 1, 2019. The following table sets forth information regarding plan-basedrestricted stock awards granted by BBX Capital toon January 8, 2019 for services performed during the Named Executive Officers during 2015. The awards set forthyear ended December 31, 2018 under the Company’s Incentive Plan are included under “Stock Awards” in the following table were approved by BBX Capital’s“Summary Compensation Committee and made under the BBX Capital Corporation 2014 Stock Incentive Plan.Table” above.

The following table sets forth certain information regarding plan-based awards granted by Bluegreen to Mr. Lopez for 2015. Other than Mr. Lopez, noNo Named Executive Officer was granted any plan-based award by Bluegreen or BCC for 2015.2018.

Outstanding Equity Awards at Fiscal-Year End 20152018

The following table sets forth certain information regarding equity-based awards of the Company held by the Named Executive Officers as of December 31, 2015.2018.

The following table sets forth certain information regarding equity-based awards of BBX Capital held by the Named Executive Officers as of December 31, 2015.

Option Exercises and Stock Vested - 20152018

The following table sets forth certain information regarding exercises of options to purchase shares of the Company’s common stock by the Named Executive Officers during 2015 and the vesting during 20152018 of restricted stock awards or units of shares of the Company’s common stockClass A Common Stock or Class B Common Stock previously granted to the Named Executive Officers. The restricted stock units were initially restricted stock units of BCC but were converted pursuant to the BCC Merger into restricted stock units of the Company’s Class A Common Stock at the exchange ratio in the BCC Merger of 5.4 shares of the Company’s Class A Common Stock for each share of BCC’s Class A Common Stock subject to the restricted stock units.

The following table sets forth certain information regarding exercises of options to purchase shares of BBX Capital’s Class A Common Stock by the Named Executive Officers during 2015 and the vesting during 2015 of restricted stock awards of shares of BBX Capital’s Class A Common Stock previously granted to the Named Executive Officers.