UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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BBX Capital, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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BBX Capital, Inc.
201 East Las Olas Blvd., Suite 1900
Fort Lauderdale, Florida 33301
April 24, 2024
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of BBX Capital, Inc. (the “Company”), which will be held on May 21, 2024 at 11:00 a.m., Eastern time, for the purposes described in the attached Notice of Meeting and Proxy Statement. Please read these materials so that you will know what we plan to do at the Annual Meeting.
The Annual Meeting will be held in a virtual format only, via webcast at www.virtualshareholdermeeting.com/BBXI.A2024. While there will not be a physical meeting location and shareholders will not be able to attend the Annual Meeting in person, shareholders may attend the Annual Meeting virtually via the Internet. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to promptly vote your shares in advance by Internet or telephone or by completing, signing, dating, and returning your proxy card or, if your shares are held in “street name,” your voting instruction form. This way, your shares will be voted as you direct even if you cannot attend the virtual Annual Meeting.
On behalf of your Board of Directors, I would like to express our appreciation for your continued support.
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Sincerely,
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Alan B. Levan
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Chairman of the Board of Directors
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BBX Capital, Inc.
201 East Las Olas Blvd., Suite 1900
Fort Lauderdale, Florida 33301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 21, 2024
Notice is hereby given that the Annual Meeting of Shareholders of BBX Capital, Inc. (the “Company”) will be held on May 21, 2024, commencing at 11:00 a.m., Eastern time, for the following purposes:
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To elect twelve directors to the Company’s Board of Directors for a term expiring at the Company’s 2025 Annual Meeting of Shareholders.
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To approve an amendment to the BBX Capital, Inc. 2021 Incentive Plan, as amended (the “Incentive Plan”), to increase the number of shares of the Company’s Class A Common Stock available for grant under the Incentive Plan from 1,700,000 shares to 2,450,000 shares, resulting in an increase in the total number of shares of the Company’s Class A Common Stock and Class B Common Stock available for grant under the Incentive Plan from 2,000,000 shares to 2,750,000 shares.
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To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
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Sincerely yours,
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Alan B. Levan
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Chairman of the Board of Directors
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Fort Lauderdale, Florida
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April 24, 2024
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BBX Capital, Inc.
201 East Las Olas Blvd., Suite 1900
Fort Lauderdale, Florida 33301
PROXY STATEMENT
The Board of Directors of BBX Capital, Inc. (the “Company”) is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on May 21, 2024 at 11:00 a.m., Eastern time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting. In order to provide access to the Company’s stockholders regardless of geographic location, the Annual Meeting will be held in a virtual format only, via webcast, at www.virtualshareholdermeeting.com/BBXI.A2024.
This Proxy Statement and the accompanying Notice of Meeting and proxy card are first being mailed to shareholders on or about April 24, 2024.
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 twelve directors to the Company’s Board of Directors, each for a term expiring at the Company’s 2025 Annual Meeting of Shareholders, and to approve an amendment to the BBX Capital, Inc. 2021 Incentive Plan, as amended (the “Incentive Plan”), to increase the number of shares of the Company’s Class A Common Stock available for grant under the Incentive Plan from 1,700,000 shares to 2,450,000 shares, resulting in an increase in the total number of shares of the Company’s Class A Common Stock and Class B Common Stock available for grant under the Incentive Plan from 2,000,000 shares to 2,750,000 shares. 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 may report on the Company’s business and performance and will be available to respond to appropriate questions from shareholders, as described in further detail below.
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 17, 2024 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, 10,991,111 shares of the Company’s Class A Common Stock and 3,854,194 shares of the Company’s Class B Common Stock were outstanding and, thus, will be eligible to vote at the Annual Meeting.
How can I attend the Annual Meeting?
In order to provide access to the Company’s shareholders regardless of geographic location, the Annual Meeting will only be conducted in virtual format live via webcast. While there will not be a physical, in-person meeting for you to attend, shareholders may attend the Annual Meeting virtually via the Internet by accessing the webcast at www.virtualshareholdermeeting.com/BBXI.A2024. The format of the virtual Annual Meeting has been designed in an attempt to provide shareholders the same rights and opportunities to participate in the Annual Meeting, including the right to vote and the ability to ask questions, as they would have at an in-person meeting.
You will be required to enter your control number in order to access the virtual Annual Meeting and, if you are a shareholder of record or have a valid proxy to vote your shares, vote online. Shareholders who hold their shares in “street name” through a broker, bank or other nominee can use the control number set forth on the voting instruction form received from their broker, bank or other nominee in order to access the Annual Meeting.
It is recommended that you log in at least 15 minutes before the virtual Annual Meeting begins to ensure ample time to complete the check-in procedures and test your computer system. You should carefully review the procedures needed to gain admission in advance. The meeting site will contain a troubleshooting/online assistance link which will be available to you if you encounter any difficulties accessing the virtual Annual Meeting during check-in or during the meeting.
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How do I submit questions for the Annual Meeting?
If you attend the virtual Annual Meeting, you will be able to submit questions for the meeting on the meeting site. Any questions must be confined to the specific matters to be considered at the Annual Meeting or otherwise relate to the business or performance of the Company. The question and answer session will follow the formal portion of the Annual Meeting and will be subject to time constraints. Questions may be grouped by topic, and substantially similar questions may be grouped and answered once.
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 Class B Common Stock will vote as one class on each of the election of directors and the proposal to approve the amendment to the Incentive Plan. Additionally, in most cases, holders of the Company’s Class A Common Stock and 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 in accordance with the Company’s Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of the Company’s Class B Common Stock will be entitled to 10.11 votes on each matter.
What constitutes a quorum?
The presence at the Annual Meeting, virtually 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 Equiniti Trust Company, LLC (“EQ”), the Company’s stock transfer agent, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares but not the shareholder of record, and your shares are held in “street name.”
How do I vote my shares?
Record shareholders.
If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing the enclosed proxy card. If you return your proxy card by mail, please ensure you leave enough time for your proxy card to be mailed and received. Shareholders of record may also vote by telephone or the Internet as described on the enclosed proxy card. In addition, shareholders of record may attend the virtual Annual Meeting (as described above) and vote their shares electronically during the virtual Annual Meeting up until the closing of the polls. Even if you plan to attend the virtual Annual Meeting, you are encouraged to vote in advance by telephone or the Internet, or by signing, dating, and returning the enclosed proxy card, so that your vote will be counted if you later decide not to, or are otherwise unable to, attend the virtual Annual Meeting.
“Street name” holders.
If you hold your shares in “street name,” you will receive instructions from your broker, bank, or other nominee as to how to vote your shares or submit instructions to vote your shares. You should instruct your broker, bank, or other nominee how to vote your shares by following the directions provided by your broker, bank or other nominee. If you return your voting instruction form by mail, please ensure you leave enough time for your voting instruction form to be received by the deadline provided by your broker, bank, or other nominee. If you are a “street name” holder, you may vote the shares beneficially held by you through your broker, bank, or other nominee electronically at the virtual Annual Meeting only if you attend the virtual Annual Meeting (as described above).
What are my choices when voting?
You may vote for all of the director nominees, or your vote may be withheld with respect to one or more of the director nominees. The proposal related to the election of directors is described in this Proxy Statement beginning on page
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In addition, you may vote for or against, or abstain from voting on, the proposal to approve the amendment to the Incentive Plan. The proposal to approve the amendment to the Incentive Plan is described in this Proxy Statement beginning on page
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What are the Board’s voting recommendations?
The Board of Directors recommends that you vote your shares
FOR ALL
of the director nominees and
FOR
the proposal to approve the 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 voted
FOR ALL
of the director nominees and
FOR
the proposal to approve the 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 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 revoke your proxy by sending a signed written notice to the Company’s Secretary stating that you would like to revoke your proxy. Record holders can change their vote by submitting a new valid proxy bearing a later date, transmitting new voting instructions by telephone or the Internet, or by attending and voting their shares electronically at the virtual Annual Meeting as described above. See “How do I vote my shares? – Record Shareholders.” However, attendance at the virtual Annual Meeting will not, in and of itself, constitute revocation of a previously executed proxy.
If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank, or other nominee to find out how to change your vote.
What vote is required for a proposal to be approved?
The Company’s directors are elected by plurality vote, meaning that the twelve director nominees receiving the greatest number of votes for election will be elected. A properly executed proxy marked to withhold a vote with respect to the election of one or more director nominees will not be voted with respect to the nominee or nominees indicated, although it will be counted for purposes of determining whether or not a quorum exists.
With respect to the proposal to approve the 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 amendment.
Assuming a quorum is present, failures to vote will not have any impact on either proposal.
If my shares are held in street name, will my broker, bank, or other nominee vote my shares for me?
No. If you hold your shares in “street name” through a broker, bank, or other nominee, whether your broker, bank, or other nominee may vote your shares in its discretion depends on the proposals before the Annual Meeting. Neither of the proposals expected to be considered at the Annual Meeting is a proposal on which your broker, bank, or other nominee will 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, or a “routine matter,” but does not have discretion to vote on other matters at the meeting, 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.
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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.
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CORPORATE GOVERNANCE
Pursuant to the Company’s Bylaws and Florida law, the Company’s business and affairs are managed under the direction of the Company’s Board of Directors. Directors are kept informed of the Company’s business through discussions with management, including the Chairman, Chief Executive Officer and other executive officers of the Company, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.
Composition of the Board of Directors
The Company’s Bylaws provide that its Board of Directors will consist of no less than three or more than sixteen 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 Company’s Board of Directors currently consists of twelve directors, who are Alan B. Levan, Chairman, John E. Abdo, Vice Chairman, Jarett S. Levan, Seth M. Wise, Marcia Barry-Smith, Norman H. Becker, Andrew R. Cagnetta, Jr., Steven M. Coldren, Gregory A. Haile, Willis N. Holcombe, Anthony P. Segreto and Neil Sterling.
Determination of Director Independence
The Company’s Board of Directors has determined that Marcia Barry-Smith, Norman H. Becker, Andrew R. Cagnetta, Jr., Steven M. Coldren, Willis N. Holcombe, Anthony P. Segreto and Neil Sterling, who together comprise a majority of the Board, are independent under applicable rules and regulations of the SEC. The Board made such independence determinations using the definition of independence set forth in the listing standards of the New York Stock Exchange and 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, on the 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 for the applicable year; and (iii) investments by directors in common with each other or the Company. In addition, the Board discussed and considered that Mr. Becker served on the Board of Directors and Audit and Compensation Committees of Bluegreen Vacations Holding Corporation (“BVH”) until BVH was acquired by Hilton Grand Vacations Inc. (“HGV”) in January 2024. BVH was the parent company of the Company prior to its spin-off of the Company on September 30, 2020, at which time the Company became a separate publicly-traded company. With respect to Mr. Coldren, the Board discussed and considered that he is the President of Business Information Systems, Inc., a company which currently leases (and, since 1985, has leased) approximately 6,000 square feet of office space from Abdo Companies, Inc., of which John E. Abdo, the Company’s Vice Chairman, is President. The annual rent under the lease is approximately $185,000, which the Board was advised is the current market rate. The Board determined that such relationships and transactions with Messrs. Becker and Coldren did not constitute material relationships or transactions that would impair their independence. The Company’s Board of Directors determined that Gregory A. Haile, was “independent” for the year ended December 31, 2023. However, in February 2024, the Board made a determination that his personal and business relationships were such that he should no longer be considered an independent director effective March 1, 2024.
Committees of the Board of Directors and Meeting Attendance
The Board of Directors has established Audit, Compensation and Nominating/Corporate Governance Committees. The Board has adopted a written charter for each of these committees and Corporate Governance Guidelines that address the make-up and functioning of the Board. The Board has also adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers and employees. The committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics are posted in the “Investor Relations” section of the Company’s website at www.bbxcapital.com, and each is available in print, without charge, to shareholders.
The Board met twelve times during the year ended December 31, 2023. Each member of the Board of Directors attended at least 75% of the total number of meetings of the Board and committees on which he or she served. The
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Company has no formal policy requiring directors to attend the Company’s annual meeting of shareholders. Eleven of the Company’s directors attended the Company’s 2023 Annual Meeting of Shareholders.
The Audit Committee
The members of the Audit Committee are currently Norman H. Becker, Chairman, Andrew R. Cagnetta, Jr., and Steven M. Coldren. The Board has determined that each member of the Audit Committee is “financially literate” and “independent” within the meaning of applicable SEC rules and regulations. The Board also determined that Mr. Becker qualifies as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated by the SEC. Gregory A. Haile, who was determined by the Board to be “financially literate” and “independent” for the year ended December 31, 2023, also served as a member of the Audit Committee during the year ended December 31, 2023.
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 or 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. In addition, the Board has designated the Audit Committee with the responsibility of overseeing and reporting to the Board on management's handling of cybersecurity risk management and on the adequacy and effectiveness of the Company’s cybersecurity risk management strategy. The Audit Committee is also responsible for reviewing and, if it determines to be advisable, approving related party transactions involving the Company and its directors or executive officers, or their immediate family members, which present issues regarding financial or accounting matters.
The Audit Committee met eight times during the year ended December 31, 2023.
The Compensation Committee
The members of the Compensation Committee are Neil Sterling, Chairman, Steven M. Coldren, and Willis N. Holcombe. The Board has determined that each member of the Compensation Committee is “independent” under applicable rules and regulations of the SEC.
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 Incentive Plan, which is the Company’s equity-based compensation plan.
Pursuant to its charter, the Compensation Committee has the authority to retain consultants to assist the Compensation Committee in its evaluation of executive compensation, as well as the authority to approve any such consultant’s fees and retention terms. No compensation consultants were engaged during the year ended December 31, 2023.
The Compensation Committee met two times during the year ended December 31, 2023.
The Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee is comprised of Steven M. Coldren, Chairman, Marcia Barry-Smith, Andrew R. Cagnetta, Jr., Anthony P. Segreto, and Neil Sterling. The Board has determined that each member of the Nominating/Corporate Governance Committee is “independent” under applicable rules and regulations of the SEC. Gregory A. Haile, who, as described above, was determined by the Board to be “independent” for the year ended December 31, 2023, also served as a member of the Nominating/Corporate Governance Committee during the year ended December 31, 2023.
The Nominating/Corporate Governance Committee is responsible for: (i) assisting the Board in identifying individuals qualified to become directors; (ii) making recommendations of candidates for directorships;
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(iii) developing and recommending to the Board a set of corporate governance principles for the Company; (iv) overseeing the evaluation of the Board and management; (v) overseeing the selection, composition and evaluation of Board committees; and (vi) overseeing the management continuity and succession planning process. In addition, the Nominating/Corporate Governance Committee is responsible for reviewing and, if it determines to be advisable, approving related party transactions involving the Company and its directors or executive officers, or their immediate family members, other than those presenting issues regarding financial or accounting matters, the review and approval of which has been delegated to the Audit Committee.
The Nominating/Corporate Governance Committee met two times during the year ended December 31, 2023.
The Nominating/Corporate Governance Committee reviews annually the composition of the Board of Directors and the ability of its current members to continue effectively as directors. Absent special circumstances or a change in the criteria for Board membership, the Nominating/Corporate Governance Committee will generally re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If the Nominating/Corporate Governance Committee thinks it is in the Company’s best interest to nominate a new individual for director or fill a vacancy on the Board which may exist from time to time, the Nominating/Corporate Governance Committee will seek out potential candidates for Board appointments who meet the criteria for selection as a nominee and have the specific qualities or skills being sought as follows. Generally, the Nominating/Corporate Governance Committee will identify candidates for directorships through the business and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions the Nominating/Corporate Governance Committee believes that those candidates can make to the Board and to management and on such other qualifications and factors as the Nominating/Corporate Governance Committee considers appropriate. Board candidates should have a reputation for honesty and integrity, strength of character, mature judgment and experience in positions with a high degree of responsibility. In addition to reviewing a candidate’s background and accomplishments, candidates for director are reviewed in the context of the current composition of the Board and the evolving needs of the Company. While the Board does not have a formal diversity policy and the Nominating/Corporate Governance Committee does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board, the Board prefers a mix of background and experience among its members. Accordingly, pursuant to the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee, when assessing potential new directors, may seek individuals from diverse professional backgrounds who provide a broad range of skills, experience and expertise relevant to the Company’s business. The goal of this process is to assemble a group of Board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The Company also requires that its Board members be able to dedicate the time and resources sufficient to allow for the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the full Board. The Nominating/Corporate Governance Committee has recommended the election of all twelve of the Company’s incumbent directors at the Annual Meeting.
See “Bylaw Advance Notice Procedures,” “Shareholder Proposals for the 2025 Annual Meeting of Shareholders” and “Universal Proxy Rules” under “Additional Information” below for information regarding timing and other requirements relating to shareholder proposals and director nominations.
Leadership Structure
The business of the Company is managed under the direction of the Board, which is elected by the Company’s shareholders subject to the right of the Board to appoint directors to fill vacancies on the Board which may exist from time to time including due to an increase in the size of the Board or due to director resignations. The fundamental responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believes to be the best interests of the Company and its shareholders.
Alan B. Levan serves as Chairman of the Company’s Board of Directors. Jarett S. Levan, Mr. Alan Levan’s son, serves as Chief Executive Officer and President of the Company and as a director of the Company. The Board believes that separating the Chairman and Chief Executive Officer positions of the Company at this time provides the Company with the appropriate foundation to pursue its strategic and operational objectives, while maintaining effective oversight and objective evaluation of the Company’s performance.
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Risk Oversight
The Board is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself. Pursuant to its charter, the Audit Committee is responsible for efforts designed to provide the Board with 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 Board is also responsible for the oversight of management’s efforts to address cybersecurity risks and has designated the Audit Committee with the responsibility of overseeing and reporting to the Board on management's handling of cybersecurity risk management and on the adequacy and effectiveness of the Company’s cybersecurity risk management strategy. 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. Senior management reports to the Board on the risks that management 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 a foundation and oversight perspective with respect to management of the material risks facing the Company.
Executive Sessions of Non-Management Directors
During the year ended December 31, 2023, the Company’s non-management directors met twice in executive sessions of the Board in which management directors and other members of management did not participate. Neil Sterling is the presiding director for executive sessions of non-management directors. Future meetings of non-management directors are scheduled to be held at least annually, and the non-management directors may schedule additional meetings without management present as they determine.
Communications with the Board of Directors and Non-Management Directors
Interested parties who wish to communicate with the Board of Directors, any individual director or the non-management directors as a group can write to the Company at 201 East Las Olas Blvd., Suite 1900, Fort Lauderdale, Florida 33301, Attn: Secretary. If the person submitting the letter is a shareholder, the letter should include a statement indicating such. Depending on the subject matter, the Company will:
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forward the letter to the director or directors to whom it is addressed;
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attempt to handle the inquiry directly if it relates to routine or ministerial matters, including requests for information; or
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not forward the letter if it is primarily commercial in nature or if it is determined to relate to an improper or irrelevant topic.
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A member of management will, at each meeting of the Board, present a summary of all letters received since the last meeting that were not forwarded to the Board and will make those letters available to the Board upon request.
Code of Ethics
The Company has a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the Company’s principal executive officer, principal financial officer, and principal accounting officer. The Code of Business Conduct and Ethics is posted in the “Investor Relations” section of the Company’s website at www.bbxcapital.com. The Company will post amendments to or waivers from the Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer, or principal accounting officer) on its website.
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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 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, 2023.
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The Company’s Bylaws provide that the Board of Directors shall consist of no less than three or more than sixteen 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. As described above, the Board of Directors currently consists of twelve directors.
All twelve of the Company’s current directors have been nominated for election at the Annual Meeting to serve for a term expiring at the Company’s 2025 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 has had any change in principal occupation or employment during the past five years.
Directors Standing for Election
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ALAN B. LEVAN
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Director since 2020
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Mr. Alan Levan, age 79, was appointed Chairman of the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020. Mr. Alan Levan was Chairman and Chief Executive Officer of BVH and Bluegreen Vacations Corporation (“Bluegreen”) until BVH’s acquisition by HGV in January 2024. From 1994 until December 2015, Mr. Alan Levan was also Chairman and Chief Executive Officer of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.), which merged with and into a wholly owned subsidiary of BVH in December 2016 (the “BVH Merger”). In addition, Mr. Alan Levan served as Chairman of BankAtlantic from 1987 until July 2012 when BankAtlantic was sold to BBT Corporation (“BBT”). The Company’s Board of Directors believes that Mr. Alan Levan is a strong operating executive and that his proven leadership skills enhance the Company and its Board of Directors. The Board also believes that Mr. Alan Levan, as Chairman, provides the Company’s Board of Directors with critical insight regarding the Company’s business and prospects. Mr. Alan Levan is the father of Jarett S. Levan, who is the Chief Executive Officer, President, and a director of the Company.
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JOHN E. ABDO
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Director since 2020
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John E. Abdo, age 80, was appointed Vice Chairman of the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020. Mr. Abdo served as Vice Chairman of BVH from 1993, and Vice Chairman of Bluegreen from 2002, until January 2024 when BVH was acquired by HGV. Mr. Abdo served as Vice Chairman of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) until the completion of the BVH Merger in December 2016 and as Vice Chairman of BankAtlantic from 1987 until the completion of the sale of BankAtlantic to BBT during July 2012. 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 President, and a current member 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, including those relating to his extensive experience as part of the Florida business community and his knowledge of the Company’s business and affairs. The Company’s Board of Directors also believes that Mr. Abdo’s real estate background enables him to provide additional knowledge and perspective to the Board.
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JARETT S. LEVAN
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Director since 2020
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Jarett S. Levan, age 50, was appointed Chief Executive Officer and President of the Company and as a director of the Company in connection with the Company’s spin-off from BVH during September 2020. Mr. Jarett Levan was appointed Chief Executive Office of IT’SUGAR, LLC in August 2023. Mr. Jarett Levan was also a director of BVH from 2009, and a director of Bluegreen from 2017, until HGV’s acquisition of BVH in January 2024, and he was President of BVH prior to its spin-off of the Company in September 2020. He was a director of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) from 1999 until the completion of the BVH Merger in December 2016. Further, Mr. Jarett Levan was the President of BankAtlantic from 2005 to 2007 and was the Chief Executive Officer of BankAtlantic from January 2007 until July 2012 when BankAtlantic was sold to BBT. Mr. Jarett Levan also serves as a director of Business for the Arts of Broward, the Broward Center for the Performing
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Arts, the Greater Fort Lauderdale Alliance, the Broward Workshop, and the Ambassadors Board of Nova Southeastern University. The Company’s Board of Directors believes that Mr. Jarett Levan’s operating and management experience, and his knowledge of the Company’s business, allow him to provide insight to the Board with respect to the Company’s business, affairs and prospects. Mr. Jarett Levan is the son of Alan B. Levan, who is the Company’s Chairman.
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SETH M. WISE
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Director since 2020
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Seth M. Wise, age 54, was appointed Executive Vice President and as a director of the Company in connection with the Company’s spin-off from BVH during September 2020. Mr. Wise is President of BBX Capital Real Estate LLC (“BBX Capital Real Estate”) and Chief Executive Officer of The Altman Companies, LLC (“The Altman Companies”). BBX Capital Real Estate and The Altman Companies are wholly owned subsidiaries of the Company. Mr. Wise was a director and Executive Vice President of BVH prior to its spin-off of the Company in September 2020. Mr. Wise also served as a director of BVH from 2021, and a director of Bluegreen from 2017, until HGV’s acquisition of BVH in January 2024. He was also Executive Vice President of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) from 2012 until the completion of the BVH Merger in 2016. The Company’s Board of Directors believes that Mr. Wise’s real estate-related experience and background enhance the Board’s knowledge with respect to the real estate industry and that the Board benefits from the insight he brings with respect to the Company’s operations and investments.
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MARCIA BARRY-SMITH
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Director since 2021
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Marcia Barry-Smith, age 79, was appointed to the Company’s Board of Directors during September 2021. Since 2012, Ms. Barry-Smith has served as President and Chief Executive Officer of MBS Consulting Advisors. Prior to joining MBS Consulting Advisors, Ms. Barry-Smith was employed in the banking industry for over 30 years, including serving as Senior Vice President and CRA Officer of BankAtlantic and Senior Vice President of Citizens Federal Bank. The Company’s Board of Directors believes that Ms. Barry-Smith provides valuable insight and expertise to the Board based on, among other things, her professional, business and financial acumen, including as a consultant to companies within a variety of industries as well as her experience in the banking industry. The Board also believes it benefits from Ms. Barry Smith’s relationships within the South Florida business community and her charitable endeavors.
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NORMAN H. BECKER
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Director since 2020
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Norman H. Becker, age 86, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020 after serving as a director of BVH since 2016. He also was a director of Bluegreen since 2003 and was re-appointed to BVH’s Board of Directors during May 2021 and served on BVH’s Board until HGV’s acquisition of BVH in January 2024. Mr. Becker is currently, and has been for more than thirteen 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. The Company’s Board of Directors believes that Mr. Becker’s business, financial and accounting expertise allow him to provide valuable insight to the Board and that his accounting and financial knowledge make him a valuable resource for the Audit Committee.
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ANDREW R. CAGNETTA, JR.
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Director since 2020
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Andrew R. Cagnetta Jr., age 58, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020 after serving as a director of BVH since 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 Company’s Board of Directors believes that Mr. Cagnetta is a valuable asset to the Board based on his understanding of, and connections in, the overall business market and his knowledge and experience with respect to business acquisitions, valuations, and sales, including developments and trends with respect thereto, and other business and financial matters generally.
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STEVEN M. COLDREN
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Director since 2020
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Steven M. Coldren, age 75, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020 after serving as a director of BVH since 2016. Mr. Coldren joined BVH’s Board of Directors in connection with the completion of the BVH Merger during December 2016 after serving as a director of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) 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 Company’s Board of Directors believes that Mr. Coldren’s business and financial experience as the President/Founder of Business Information Systems, Inc. and Chairman of Medical Information Systems Corp., combined with his knowledge of the Company’s business as a consequence of his long history of service as a director of BVH and its predecessors, is valuable to the Board.
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GREGORY A. HAILE
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Director since 2020
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Gregory A. Haile, age 46, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020 after serving as a director of BVH since 2019. Mr. Haile served as the President of Broward College from July 2018 to October 2023. He currently serves as deputy and audit chair of the Federal Reserve Bank of Atlanta. From September 2011 to June 2018, he was the General Counsel and Vice President for Public Policy and Government Affairs for Broward College. Prior to joining Broward College, Mr. Haile was an attorney in private practice. The Company’s Board of Directors believes that Mr. Haile provides valuable input and contributions to the Board based on, among other things, his leadership experience and his relationships within and knowledge of the South Florida community. He also has a significant history of local and national board and committee service, including his current service.
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WILLIS N. HOLCOMBE
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Director since 2020
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Willis N. Holcombe, age 78, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020 after serving as a director of BVH since 2016. Dr. Holcombe joined BVH’s Board of Directors in connection with the completion of the BVH Merger during December 2016 after serving as a director of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) 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 Company’s Board of Directors 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 and that the Board also benefits from Dr. Holcombe’s knowledge of, and relationships within, the South Florida community.
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ANTHONY P. SEGRETO
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Director since 2020
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Anthony P. Segreto, age 73, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020 after serving as a director of BVH since 2016. Mr. Segreto joined BVH’s Board of Directors in connection with the completion of the BVH Merger during December 2016 after serving as a director of BBX Capital Corporation (formerly BankAtlantic Bancorp, Inc.) since 2012 and an advisory director from 2009 until 2012. Mr. Segreto also served as a consultant to BankAtlantic from October 2009 until the completion of the sale of BankAtlantic to BBT during July 2012. Mr. Segreto was an integral part of the South Florida NBC news team for 40 years where he was a well-respected reporter and anchor for both sports and news. He has also served on the boards of a number of nonprofit organizations, including as a member of the Board of Governors of the Huizenga School of Business and Entrepreneurship and the Community Foundation of Broward. The Company’s Board of Directors believes that it benefits from Mr. Segreto’s recognition, relationships and community involvement in Florida, as well as his business acumen.
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NEIL STERLING
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Director since 2020
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Neil Sterling, age 72, was appointed to the Company’s Board of Directors in connection with the Company’s spin-off from BVH during September 2020 after serving as a director of BVH since 2003. Mr. Sterling has been the principal of The Sterling Resources Group, Inc., a business development consulting firm, since 1998. He is also the Founder and Chief Executive Officer of SRG Technology, LLC, a software development company. The Company’s Board of Directors believes that, as a result of his experience as an executive and business consultant and his resulting exposure to, and knowledge of, numerous companies and industries, Mr. Sterling is able to bring strategic insight to the Board. In addition, the Board believes that Mr. Sterling provides a valuable perspective resulting from his not-for-profit services as a former member of the Broward County School Board, Founding Chairperson of PACA, and member of the Florida Ethics Commission, among other charitable and not-for-profit services.
The Board of Directors Unanimously Recommends that Shareholders
Vote “For” the Election of Each of the Director Nominees.
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IDENTIFICATION OF EXECUTIVE OFFICERS
The following individuals serve as the Company’s current executive officers:
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Name
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Position
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Alan B. Levan
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Chairman
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John E. Abdo
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Vice Chairman
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Jarett S. Levan
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Chief Executive Officer, President, and Director
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Seth M. Wise
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Executive Vice President and Director; President, BBX Capital Real Estate; Chief Executive Officer, The Altman Companies
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Brett Sheppard
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Chief Financial Officer
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The Company’s executive officers serve until they resign or are replaced or removed by the Board of Directors. Biographical information for Mr. Sheppard is set forth below. Biographical information for Mr. Alan Levan, Mr. Abdo, Mr. Jarett Levan, and Mr. Wise is set forth in “Proposal No. 1 – Election of Directors” above.
Brett Sheppard, age 40, was appointed Chief Financial Officer of the Company in connection with the Company’s spin-off from BVH during September 2020. Mr. Sheppard previously was the Chief Accounting Officer of BVH. He joined BVH in 2017 and was appointed its Chief Accounting Officer in August 2018. Prior to joining BVH, Mr. Sheppard served as Corporate Controller of Equity One, Inc. and as a Senior Auditor with Ernst Young LLP. Mr. Sheppard is a Certified Public Accountant and holds an M.Pr.A. and B.B.A. in Accounting and Finance.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company may be deemed to be controlled by Alan B. Levan, the Company’s Chairman, John E. Abdo, the Company’s Vice Chairman, Jarett S. Levan, the Company’s Chief Executive Officer and President and a director of the Company, and Seth M. Wise, the Company’s Executive Vice President and a director of the Company. Together, they may be deemed to beneficially own shares of the Company’s Class A Common Stock and Class B Common Stock representing approximately 84% of the Company’s total voting power as of April 17, 2024. See “Security Ownership of Certain Beneficial Owners and Management” below for further information.
In connection with BVH’s 2020 spin-off of the Company, BVH issued a $75.0 million note payable to the Company that accrued interest at a rate of 6% per annum and required payments of interest on a quarterly basis. In December 2021, BVH made a $25.0 million prepayment of the note reducing the outstanding note balance from $75.0 million to $50.0 million. Additionally, in May 2023, the Company and BVH agreed to a discounted prepayment of $15.0 million of the principal balance of the note pursuant to which the Company received proceeds of $14.1 million in return for a principal reduction of $15.0 million. During the years ended December 31, 2023 and 2022, the Company recognized $2.4 million and $3.0 million, respectively, of interest income relating to accrued interest on the note from BVH. In connection with HGV’s acquisition of BVH during January 2024, the $35.0 million outstanding balance of the note payable owed to the Company was paid in full.
For each of the years ended December 31, 2023 and 2022, the Company received $0.7 million from BVH for investor relations, accounting and management advisory services provided by the Company, and received approximately $0.3 million of rent from BVH for office space provided by the Company, which in each case represents the Company’s actual cost of providing the services or space, as the case may be. The Company also received $0.8 million and $1.0 million for providing risk management consulting services to BVH for the years ended December 31, 2023 and 2022, respectively.
In connection with HGV’s acquisition of BVH during January 2024, all agreements, transactions, and relationships between the Company and BVH, including the Transition Services Agreement and Tax Matters Agreement entered into by them in connection with BVH’s spin-off of the Company in September 2020, were terminated.
During the years ended December 31, 2023 and 2022, the Company paid Abdo Companies, Inc. approximately $179,000 and $175,000, respectively, for certain management services and rent. John E. Abdo, the Company’s Vice Chairman, is the principal shareholder and Chief Executive Officer of Abdo Companies, Inc.
The Company provides management services to The Altman Companies for which the Company recognized $0.3 million net of services provided to the Company by The Altman Companies for the year ended December 31, 2022. The Company began providing office space to The Altman Companies in June 2022 and accrued $210,000 of amounts due from The Altman Companies related to such space for the year ended December 31, 2022. Subsequent to January 31, 2023, the fees for these services were eliminated in consolidation as a result of the Company’s ownership of 100% of The Altman Companies as of January 31, 2023.
The Company earns property management and development management fees from property management agreements and development service contracts with certain real estate joint venture entities in which the Company is the managing member and from other affiliated entities. The Company received property management and development management fees from affiliates of $11.2 million during the year ended December 31, 2023. The Company is also the general contractor for the construction of multifamily apartment communities for certain real estate joint ventures in which the Company is the managing member and recognized $114.2 million of revenue for these services during the year ended December 31, 2023.
Certain of the Company's executive officers (i) have made investments with their personal funds as non-managing members in the Altra Kendall joint venture that is consolidated in the Company's financial statements and (ii) may in the future make similar investments as non-managing members in real estate joint ventures sponsored by The Altman Companies. In such circumstances, the executive officers may only make such investments if such investments are offered to outside investors on similar terms, and their investments in the real estate joint ventures will be entitled to profits similar to those earned by unaffiliated, non-managing members rather than the profits to which the Company will be entitled as the managing member. In addition, pursuant to the terms of their employment
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agreements, two executive officers of The Altman Companies have previously invested their personal funds in the managing member of real estate joint ventures sponsored by The Altman Companies, and their investments in the managing member of these real estate joint ventures are entitled to profits similar to those earned by the managing member.
The Altman Companies and BBX Logistics Properties, LLC, a wholly owned subsidiary of the Company (“BBX Logistics Properties”), have each established an employee incentive program that provides loans to employees to invest in the managing members of real estate joint ventures sponsored by The Altman Companies or BBX Logistics Properties, as applicable. The loans generally accrue interest at the Prime Rate plus a specified spread and are secured by the employees' membership interests in the managing member entities. The membership interests vest upon the achievement of certain project milestones related to the development and sale of the applicable projects, and employees must be employed by The Altman Companies or BBX Logistics Properties, as applicable, upon the achievement of such milestones. Further, the loans are payable upon the sale of the applicable projects.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation which was paid by the Company to, earned by or accrued by the Company on behalf of, Jarett S. Levan, the Company’s Chief Executive Officer and President, Seth M. Wise, Executive Vice President of the Company, Alan B. Levan, the Company’s Chairman, and John E. Abdo, the Company’s Vice Chairman (collectively, the “Named Executive Officers”), for the years ended December 31, 2023 and 2022.