Michael S. Liebowitz
About Michael S. Liebowitz
Michael S. Liebowitz is President and Chief Executive Officer of Douglas Elliman Inc. since October 22, 2024 and has served as a director since December 2021; age 56; B.S. in Finance from CW Post College–LI University . He is an entrepreneur and investor with 25+ years founding, acquiring and monetizing insurance and financial services businesses (Harbor Group Consulting, National Financial Partners, Innova Risk Management, High Street Valuations) and has prior public company board/CEO experience at Nocopi Technologies (CEO/Chair), Ladenburg Thalmann (director) and The Hilb Group (director) . Under his tenure beginning Q4 2024, the board reset CEO pay mix toward equity and performance and suspended corporate aircraft/perquisites, with 2024 TSR declining to a $16.13 value of an initial $100 investment and 2024 net loss of $76.3M; revenues were $995.6M in FY 2024 vs $955.6M in FY 2023 and EBITDA remained negative, aligning incentive design with long-term shareholder value * .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nocopi Technologies Inc. (NNUP) | Chairman & CEO | Oct 2022–Feb 2025 | Led small-cap technology company; prior board tenure began Oct 2022 . |
| Harbor Group Division, Alliant | President & CEO; Managing Director & EVP | Through 2023 | Built/monetized insurance platforms; Harbor acquired by Alliant in 2018 . |
| Innova Risk Management | Co-founder; CEO | 2006–2019 | Co-op/condo P&C specialty; joint venture with Douglas Elliman; sold to Alliant in 2019 . |
| High Street Valuations | Founder; President & CEO | 2017–present (as of 2025) | Insurable value calculations for lenders/owners; ongoing executive leadership . |
| Ladenburg Thalmann Financial Services (LTS) | Director | Jan 2019–Feb 2020 | Financial services governance exposure pre-acquisition by Advisor Group . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| M2A Family Office | Founder & Managing Principal | 2018–present | Oversees investments/philanthropy; strategic capital allocation platform . |
| The Hilb Group | Director | 2011–2013 | Middle-market insurance agency governance . |
| Mondrian South Beach Hotel | Owner/redeveloper | 2019–present | Real estate project redevelopment experience . |
Fixed Compensation
| Component | Terms | Effective Date | Amount |
|---|---|---|---|
| Base Salary | Annual base salary as CEO | Nov 24, 2024 | $800,000 . |
| Signing Bonus | One-time cash signing bonus | Oct 2024 | $800,000 . |
| Annual Cash Bonus | Eligible; target determined by Board; subject to performance goals | 2025 | Not disclosed; committee discretion . |
Notes:
- 2024 had no annual performance-based targets set; prior CEO targets existed in earlier years .
- Committee cut prior CEO salary from $2,132,935 to $800,000 upon transition and reduced perquisites/aircraft policy .
Performance Compensation
| Incentive | Grant Date | Shares / Structure | Metric / Thresholds | Vesting / Payout | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | 11/24/2024 | 1,500,000 RSUs | Time-based | 500,000 vest on each Nov 24, 2025, 2026, 2027; accelerates on termination without cause, death/disability, resignation for Good Reason . | Accelerates to fully vested upon CoC . |
| Performance Share Units (PSUs) | 11/24/2024 | 1,550,000 PSUs | 30-day VWAP stock price hurdles at 12/31/2027: <$3.00 = 0; $3.00 = 775,000; $4.00 = 1,550,000; ≥$5.00 = 2,325,000; linear interpolation between thresholds . | Vests Jan 1, 2028 based on threshold achieved . | Performance period deemed ended at CoC; payout based on VWAP at CoC date . |
| PSU Termination | — | Pro-rata entitlement if terminated without cause post 1/1/2026: 1/3 if terminated in 2026; 2/3 if terminated in 2027; no acceleration if terminated before 1/1/2026 . | — | — | — |
Additional equity as director prior to CEO appointment: 31,500 shares (12/31/2021), 31,500 (3/14/2023), 81,560 (5/6/2024) .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total beneficial ownership | 3,075,692 shares (3.46% of class) . |
| Shares outstanding (record date) | 88,737,838 . |
| Ownership breakdown | Includes 1,494,132 via MSL18 Holdings LLC (single-member LLC owned by Liebowitz) . |
| Unvested/subject to vesting | 1,581,560 shares subject to vesting restrictions; PSUs not included in beneficial ownership count . |
| Outstanding awards at 12/31/24 | 1,500,000 unvested RSUs (market value $2,325,000 at $1.55 close); 1,550,000 PSUs (fair value $1.32 per share via Monte Carlo) . |
| Ownership guidelines | CEO 3.0x base salary; EVPs 1.5x; other NEOs 1.0x base salary . |
| Retention policy | Executives must retain at least 25% of Award Shares until age 60 . |
| Hedging/Pledging | Hedging prohibited under Equity Retention, Hedging and Pledging Policy; policy referenced on IR site . |
| Pledging disclosure | No pledging disclosed for Liebowitz in beneficial ownership table . |
Upcoming vesting schedule (insider selling pressure lens):
- 500,000 RSUs vest on each of Nov 24, 2025, 2026, 2027 .
- PSUs settle Jan 1, 2028 based on price hurdles; creating potential supply if shares are issued at ≥$3.00 VWAP .
Employment Terms
| Provision | Term |
|---|---|
| Agreement date/term | Employment agreement dated Nov 24, 2024; indefinite term subject to termination provisions . |
| Severance (no CoC) | If terminated without Cause: six-month severance period with base salary continuation, taxable monthly reimbursement of health premiums, prorated bonus for year of termination, and accrued obligations; RSUs accelerate; PSUs pro-rata per schedule . |
| Good Reason | Material diminution of duties, salary reduction (not company-wide), reporting to someone other than the Board, or failure of successor to assume obligations; notice and cure provisions apply; triggers same benefits as termination without Cause . |
| Change-of-Control (double trigger) | Within 12 months of CoC: lump sum 2.0x base salary + prorated bonus, six months health premium reimbursement, accrued obligations . |
| Equity acceleration at CoC | RSUs fully vest; PSUs deemed to end performance period at CoC and settle by thresholds at CoC VWAP . |
| Restrictive covenants | Non-disclosure, non-compete, customer and employee non-solicit . |
| Clawback | Executive Compensation Clawback Policy adopted per NYSE Rule 10D-1; recovery of erroneously awarded incentive-based compensation upon restatement . |
Board Governance
- Board service history: Director since Dec 2021; appointed CEO and Chairman on Oct 22, 2024; later governance separation implemented with David K. Chene as Chairman (Nov 2024) and Liebowitz as CEO; Mark D. Zeitchick is Lead Independent Director (Nov 2024) .
- Committee roles: Prior to CEO appointment, Liebowitz served on Audit, Compensation & Human Capital, and Corporate Responsibility & Nominating committees, including as chair of Compensation; resigned from committees upon CEO appointment .
- Board independence/attendance: Seven directors; all committee members independent; Board met 15 times in 2024; each director attended ≥75% of meetings; independent directors held 11 executive sessions (chair: Wilson L. White) .
- Director compensation: As director until 10/22/2024, Liebowitz received $252,500 cash, $114,592 stock awards, $645 other; total $367,737 for 2024 . Retainers: $75,000 cash to non-employee directors; Lead Independent Director retainer $450,000; committee member retainers $5,000 in 2024 (increasing in 2025); committee chair additional $10,000; annual director RSU grants increased to $150,000 effective 1/1/2025 .
Compensation Structure Analysis
- Pay mix shift: New CEO compensation is 91% long-term and 91% variable for 2024, reflecting emphasis on at-risk equity and performance PSUs; prior CEO had 46.1% long-term in 2023; committee suspended corporate aircraft and reduced severance obligations .
- Performance metrics: PSU hurdles directly link payout to stock price over a three-year performance period, aligning incentives with TSR outcomes .
- Consultant and peer group: Pearl Meyer engaged as independent consultant; peer group includes Anywhere Real Estate, Compass, Colliers, eXp World, Newmark, loanDepot, Offerpad, Redfin, LendingTree, Marcus & Millichap, Fathom, RE/MAX .
- Risk safeguards: Ownership guidelines (CEO 3x salary), retention requirement (25%), hedging prohibition, clawback, caps and multiple performance targets in incentive plans .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $955.6M | $995.6M |
| EBITDA (USD) | $(54.1M)* | $(39.6M)* |
| Net Income (USD) | $(42.6M) | $(76.3M) |
| TSR – Value of $100 Investment | $28.50 | $16.13 |
Values with asterisk retrieved from S&P Global.
- Pay versus performance: Compensation actually paid to PEO in 2024 was negative, consistent with declines in TSR and net income; non-PEO NEOs also saw lower compensation actually paid vs SCT totals .
Say‑on‑Pay & Shareholder Feedback
- 2025 agenda includes advisory vote on executive compensation; Board recommends “FOR” based on discipline in aligning pay with long-term performance and governance safeguards .
- 2024 stockholder vote approved proposal to declassify the Board by a majority of votes cast; Board opposed, citing long-term focus and stability benefits of classified structure .
Related Party Transactions & Red Flags
- Kennedy Lewis (Chairman Chene co-leads firm) holds $50M Convertible Notes (7% cash, 8% PIK) with conversion price $1.50; Chene nominated to Board per purchase agreement; signals capital structure influence and potential dilution upon conversion .
- Vector Group legacy overlaps and transactions (aircraft, transition services, commissions) ended in 2024; Miami HQ lease assumed with landlord affiliate of >5% holder Dr. Phillip Frost .
- No repricing of options permitted without shareholder approval; hedging prohibited; clawback adopted per NYSE rules .
- Section 16 compliance: All reporting persons timely complied for 2024 .
Equity Ownership & Vesting Details (Granular)
| Award | Shares | Vesting Dates | Notes |
|---|---|---|---|
| RSUs | 1,500,000 | 500,000 on Nov 24, 2025; 500,000 on Nov 24, 2026; 500,000 on Nov 24, 2027 | Accelerates on CoC to fully vested; accelerates on termination without Cause; standard earlier vesting triggers . |
| PSUs | 1,550,000 | Jan 1, 2028 | Price hurdles determine settlement: <$3.00=0; $3.00=775k; $4.00=1.55M; ≥$5.00=2.325M; linear interpolation . |
| Director prior awards | 31,500 (12/31/2021), 31,500 (3/14/2023), 81,560 (5/6/2024) | Various | 15,750 shares vested on Dec 15, 2024 per director grant footnote . |
Employment & Contracts Checklist
- Start date as CEO: Oct 22, 2024; employment agreement Nov 24, 2024 .
- Auto-renewal: Not applicable (indefinite term) .
- Non-compete/non-solicit: Present .
- Garden leave/post-termination consulting: Not disclosed; skip.
- Severance multiples: 2.0x base salary + prorated bonus for CoC double-trigger; six-month salary continuation otherwise .
- Clawback: Implemented per NYSE 10D‑1 .
Board Service Details (Director-Specific)
| Item | Detail |
|---|---|
| Board tenure | Director since Dec 2021 . |
| Committee memberships | Audit, Compensation & Human Capital, Corporate Responsibility & Nominating (until CEO appointment); prior chair of Compensation . |
| Committee chair roles | Compensation chair prior to becoming CEO . |
| Independence status | Not independent as CEO; committees constituted entirely of independent directors . |
| Lead Independent Director | Mark D. Zeitchick (appointed Nov 2024) . |
| Meeting attendance | Board met 15 times in 2024; ≥75% attendance by each director; 11 executive sessions . |
Director Compensation (Historical)
| Component | Amount/Policy |
|---|---|
| Cash retainer (non-employee) | $75,000; Lead Independent Director $450,000 (effective 11/26/2024) . |
| Committee membership | $5,000 in 2024; increases in 2025 to $10,000 for Audit and Compensation & Human Capital and $5,000 for Corporate Responsibility & Nominating . |
| Committee chair | +$10,000 . |
| Equity grants | ~$115,000 RSU grant per director (raised to $150,000 effective 1/1/2025) . |
| Liebowitz 2024 director comp | $252,500 cash; $114,592 stock; $645 other; total $367,737 . |
Financial Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $955,578,000 | $995,627,000 |
| EBITDA (USD) | $(54,094,000)* | $(39,561,000)* |
| Net Income (USD) | $(42,552,000) | $(76,316,000) |
Values with asterisk retrieved from S&P Global.
Investment Implications
- Strong pay-for-performance alignment: PSU price hurdles ($3/$4/$5) by end-2027 create explicit stock price targets; RSU cadence (500k annually) plus 25% retention requirement reduces immediate selling pressure but sets measurable issuance events through 2027/2028 .
- Governance upgrade: Separation of Chairman and CEO roles and appointment of a Lead Independent Director mitigate dual-role/independence concerns highlighted during the leadership transition period in October 2024 .
- Capital structure overhang: $50M of convertible notes at $1.50 conversion price from Kennedy Lewis introduce dilution risk; board representation by lender underscores creditor influence during turnaround and could be a trading catalyst around conversion windows .
- Turnaround visibility: Revenue ticked higher in FY 2024 while net losses widened; committee reoriented incentives and cut fixed pay/perks, but sustained negative EBITDA indicates execution risk; watch quarterly progress and PSU hurdle probability into 2026–2027 *.
- Insider activity calendar: Anticipate RSU vest dates (Nov 24 annually) and PSU measurement/settlement (Jan 1, 2028) as supply-demand moments; hedging prohibited and retention policy in place help dampen near-term selling expectations, but vesting-related liquidity could still emerge .