J. Bryant Kirkland III
Executive Vice President, Secretary, Treasurer and Chief Financial Officer at Douglas Elliman
Executive
About J. Bryant Kirkland III
Executive Vice President, Secretary, Treasurer and Chief Financial Officer of Douglas Elliman Inc. (DOUG) since October 7, 2024, following service as CFO of Vector Group Ltd. until October 2024 . As CFO, his compensation was reset under a new employment agreement dated October 30, 2024, with a base salary of $621,863 and a 50% target annual bonus, plus multi‑year restricted stock grants intended to align with long‑term shareholder value creation . Company performance during his recent tenure period shows cumulative TSR value of a $100 investment at $16.13 for 2024 and net loss of $76.3 million, reflecting a challenging operating environment; earlier years show TSR values of $28.50 (2023) and $36.83 (2022) with net losses of $42.6 million and $5.6 million, respectively .
Company performance context (for the last three reported years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of Initial $100 Investment (TSR) | $36.83 | $28.50 | $16.13 |
| Net (Loss) Income ($000s) | $(5,622) | $(42,552) | $(76,316) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vector Group Ltd. | Chief Financial Officer | Until Oct 2024 (start not disclosed) | CFO oversight at former parent with overlapping management, supporting DOUG transition and related-party arrangements pre-October 2024 . |
| Douglas Elliman Inc. | Senior Vice President and Chief Financial Officer (pre-EVP) | Through 2023 (paid under TSA), transitioned to EVP/CFO Oct 2024 | Managed DOUG finance while compensation flowed via Vector TSA in 2023; formalized DOUG EVP/CFO role in Oct 2024 . |
External Roles
No external board memberships or outside positions for Mr. Kirkland were disclosed in the proxy statements reviewed .
Fixed Compensation
Summary compensation (Item 402) for Mr. Kirkland:
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $0 | $146,297 |
| Bonus | $0 | $300,000 |
| Stock Awards (grant-date fair value) | $485,250 | $894,000 |
| All Other Compensation | $12,248 (discounted brokerage fees) | $20,614 (discounted brokerage fees) |
| Total | $497,498 | $1,360,911 |
Key fixed-comp terms (Employment Agreement, Oct 30, 2024):
| Term | Detail |
|---|---|
| Base Salary | $621,863 |
| Target Bonus | 50% of base salary; objectives set by Compensation & Human Capital Committee consistent with CFO role |
| Agreement Term | Initial 2 years; auto‑renews for 1 year on each anniversary unless notice given 60 days prior |
| Severance (no cause) | Base salary during severance period, taxable health premium reimbursement, prorated bonus eligibility, plus accrued obligations |
| Severance Period | Six months |
| Double‑Trigger Change‑of‑Control | Lump sum 2.0x base salary + prorated bonus, six months health premium reimbursement, plus accrued obligations |
| Covenants | Non‑disclosure, non‑competition, customer and employee non‑solicitation; “Good Reason” includes material duty reduction, compensation cut, relocation >90 miles from Miami, or failure of successor to assume obligations |
Performance Compensation
Annual incentive structure for Mr. Kirkland:
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Annual Bonus (2024) | Not disclosed | Not disclosed | Discretionary | $300,000 | 2024 had no annual performance-based targets set; bonus determined at committee discretion . |
| Annual Bonus (2025 onward) | Committee‑set | Committee‑set | Not disclosed | Not disclosed | Tied to CFO‑appropriate performance goals per employment agreement . |
Long‑term equity awards (granted in 2024):
| Grant Type | Grant Date | Shares | Vesting | Fair Value ($) |
|---|---|---|---|---|
| Restricted Stock | 2/29/2024 | 150,000 | 4 equal annual installments beginning 12/15/2024 | $274,500 |
| Restricted Stock | 10/31/2024 | 300,000 | 4 equal annual installments 12/15/2024‑2027 | $621,000 |
Vesting realized in FY 2024:
| Item | Shares Vested | Value Realized |
|---|---|---|
| Restricted Stock (12/15/2024) | 191,250 | $384,890 (avg of high/low on 12/15/2024) |
Equity Ownership & Alignment
Beneficial ownership (as of April 30, 2025):
| Item | Amount |
|---|---|
| Total Beneficial Ownership | 952,530 shares; includes 455,625 subject to vesting restrictions |
| Ownership as % of Shares Outstanding | 1.07% (shares outstanding 88,737,838) |
| Unvested RSU Breakdown | 39,375; 78,750; 112,500; 225,000 unvested shares |
| Market Value of Unvested (12/31/2024) | $61,031; $122,063; $174,375; $348,750 (at $1.55), total $706,219 |
| Options | None disclosed |
| Pledging/Hedging | Hedging prohibited; Equity Retention, Hedging and Pledging Policy in place; no pledging disclosed for Mr. Kirkland |
| Ownership Guidelines | Execs must retain 25% of award shares until age 60; ownership guidelines: EVP 1.5x base salary; all covered individuals following guidelines as of 12/31/2023 |
Detailed vesting schedules for Mr. Kirkland’s outstanding RSUs:
| Grant Cohort | Remaining Unvested Shares | Next Vest Dates | Key Terms |
|---|---|---|---|
| 2021‑2023 RSUs | 39,375 | Final tranche 12/15/2025 | Early vest on death/disability/termination without cause/resignation for good reason/change in control . |
| 2023 RSUs | 78,750 | 12/15/2025; 12/15/2026 | Same early vest terms . |
| 2024 RSUs (Feb) | 112,500 | 12/15/2025; 12/15/2026; 12/15/2027 | Same early vest terms . |
| 2024 RSUs (Oct) | 225,000 | Final tranche 12/15/2025 (first three tranches already vested 2022‑2024 under prior award; this line reflects legacy award structure) | Earlier vest upon change in control . |
Corporate policies supporting alignment and retention:
- Clawback: NYSE Rule 10D‑1 compliant policy adopted Nov 27, 2023; recovery of erroneously awarded incentive-based compensation upon restatement .
- Equity retention: executives must retain at least 25% of net shares acquired under awards until age 60; hedging prohibited; guidelines specify CEO 3.0x base, EVP 1.5x base .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Date | October 30, 2024 |
| Role | EVP, Treasurer, Secretary & Chief Financial Officer |
| Term & Renewal | 2‑year initial term; automatic 1‑year renewal unless notice given 60 days prior to anniversary |
| Base Salary | $621,863 |
| Target Bonus | 50% of base; goals set by Compensation & Human Capital Committee |
| Long‑Term Incentives | Participation in DOUG LTIP; 2024 RSU grants of 150,000 (Feb 29) and 300,000 (Oct 31) |
| Severance (without Cause) | Six‑month severance period with base salary continuation; taxable reimbursement of health premiums; prorated bonus eligibility; payment of accrued obligations |
| Double‑Trigger Change‑of‑Control | Lump sum 2.0x base + prorated bonus; six months health premium reimbursement; accrued obligations |
| Good Reason | Material duty diminution, compensation reduction or breach, reporting line change, relocation outside 90‑mile radius of Miami, failure of successor to assume obligations; cure period of 60 days |
| Restrictive Covenants | Non‑disclosure, non‑competition, customer and employee non‑solicitation |
Investment Implications
- Alignment improving: The CFO’s 2024 package shifted toward equity with multi‑year RSUs, retention requirements, and a clawback, while annual cash pay is modest; target bonus is tied to committee‑set performance goals, supporting pay‑for‑performance going forward .
- Vesting calendar may create periodic selling pressure: Kirkland’s RSUs vest ratably each December 15, with 191,250 shares vesting in 2024 and four unvested cohorts totaling 455,625 shares remaining; December windows could coincide with insider sales subject to policy and trading windows .
- Retention and change‑of‑control economics: Six‑month severance for a no‑cause termination, and 2.0x base+prorated bonus under double‑trigger change‑of‑control provide moderate protection without tax gross‑ups, reducing shareholder-unfriendly optics while balancing retention risk .
- Ownership is meaningful but not controlling: 952,530 shares owned (1.07% of outstanding), with no disclosed pledging and hedging prohibited; equity retention rules and stock ownership guidelines further align interests with shareholders .
- Governance backdrop: Prior overlap with Vector Group ceased in Oct 2024; DOUG instituted updated policies and a refreshed compensation approach in late 2024/2025, but company TSR and earnings remain pressured—investors should monitor whether incentive metrics and execution improve operational results during the CFO’s tenure .