Brandon Lacoff
About Brandon Lacoff
Brandon E. Lacoff, age 51, is Chairman of the Board and Chief Executive Officer of Belpointe PREP, LLC (NYSE American: OZ). He has served as CEO since the Company’s founding in January 2020 and as Chairman since September 2021 . He holds a JD and MBA from Hofstra University and a BS in Finance from Syracuse University, and is licensed to practice law in Connecticut and New York . OZ is externally managed; executive officers, including Mr. Lacoff, do not receive compensation from the Company and have no Company employment agreements, severance or change-in-control arrangements; the Board adopted an executive compensation clawback policy effective October 2, 2023, with no recoveries to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belpointe REIT, Inc. | Chairman, CEO, President | Jun 2018–Oct 2021 | Led qualified opportunity fund until acquisition by OZ (Belpointe PREP) in Oct 2021 . |
| Belpointe, LLC | Founder & CEO | Since 2011 | Built private investment platform; known for CT real estate developments; owns operating businesses incl. Belpointe Asset Management . |
| Belray Capital | Managing Director & Co-founder | 2001–2011 | Greenwich-based real estate and investment firm; acquired by Belpointe in 2011 . |
| Arthur Andersen LLP; Ernst & Young LLP | Finance/Accounting/Tax (M&A) | — to 2004 | Began career in finance/accounting/tax; left E&Y in 2004 to focus full-time on Belray Capital . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belpointe Multifamily Development Fund I, LP | Chairman of the Board of Directors | Current | Governance and investment oversight for real estate PE fund . |
| The Belpointe Foundation; Eagle Hill School Board of Trustees | Director (non-profit) | Current | Community engagement; board service in non-profits . |
Fixed Compensation
- Executives: OZ is externally managed; executive officers receive compensation from the Manager, not the Company. OZ provides no pension, perquisites, deferred comp, employment agreements, severance or change-in-control payments for executives .
- Directors: Non-employee directors received $20,000 in cash compensation for service in FY2024; employee directors (e.g., Mr. Lacoff) do not receive board compensation. The Board intends to set annual compensation (cash/equity mix at its discretion) going forward and adopt a unit ownership policy for non-employee directors .
| Director Compensation | FY 2023 | FY 2024 |
|---|---|---|
| Non-employee director cash retainer ($) | $20,000 | $20,000 |
| Meeting fees | None | None |
| Employee director pay for board service | $0 | $0 |
| Ownership guideline (non-employee directors) | Intend to adopt | Intend to adopt |
Performance Compensation
- Executive pay design: OZ reports no Company-paid equity or bonus awards for executive officers; compensation is paid by the external Manager and not identifiable to OZ-specific services .
- Clawback policy (executives): Adopted Oct 2, 2023; recoupment required for “erroneously awarded” compensation upon an accounting restatement due to material noncompliance; no restatements requiring recovery to date .
| Metric/Policy | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive compensation clawback policy | N/A | Restatement due to material noncompliance triggers recoupment | No restatements to date | N/A | N/A |
Equity Ownership & Alignment
As of Oct 30, 2024 and Jun 16, 2025:
| Metric | Oct 30, 2024 | Jun 16, 2025 |
|---|---|---|
| Class A units outstanding | 3,647,903 | 3,698,562 |
| Class B units outstanding | 100,000 | 100,000 |
| Class M units outstanding | 1 | 1 |
| Brandon E. Lacoff Class A units beneficially owned (number; %) | 207; <1% | 207; <1% |
| Belpointe PREP Manager, LLC Class B units beneficially owned (number; %) | 100,000; 100% | 100,000; 100% |
| Belpointe PREP Manager, LLC Class M units beneficially owned (number; %) | 1; 100% | 1; 100% |
Notes:
- Mr. Lacoff is manager of OZ’s Sponsor and Manager and may be deemed to share voting and dispositive power over Class B and Class M units held by the Manager, and over 206 Class A units held by the Sponsor (plus 1 by BCM) .
- The Class M unit confers special voting rights equal to 10 times the sum of outstanding Class A and Class B units on matters where the Class M unit has a vote; the holder also separately elects one Class III director (Mr. Lacoff) .
- Pledging/hedging: Not disclosed .
Employment Terms
| Term | Status |
|---|---|
| Employment agreements | None; executives compensated by external Manager |
| Severance provisions | None at Company level |
| Change-of-control provisions | None at Company level |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Post-termination consulting | Not disclosed |
| Executive compensation clawback | Effective Oct 2, 2023; restatement-triggered; no recoveries to date |
Board Governance
- Structure and control: OZ’s Board is classified into three classes. The holder of the Class M unit elects one Class III director (Mr. Lacoff). Removal of directors requires 80% of Class A and B votes voting together, while the Class M Director can be removed only by the Class M holder voting separately . The Class M unit carries super-voting rights equal to 10×(Class A + Class B units) on matters where it has a vote, concentrating governance control with the Manager/Sponsor led by Mr. Lacoff .
- Independence and committees: Independent directors are Dean Drulias, Timothy Oberweger, Shawn Orser and Ronald Young Jr.; the Audit, Compensation, Nominating & Corporate Governance, and Conflicts committees are comprised exclusively of independent directors .
- Committee leadership: Audit (Chair: Shawn Orser; members: Timothy Oberweger, Ronald Young Jr.) ; Compensation (Chair: Timothy Oberweger; members: Shawn Orser, Ronald Young Jr.) ; Nominating & Corporate Governance (Chair: Ronald Young Jr.; members: Dean Drulias, Shawn Orser) ; Conflicts (Chair: Dean Drulias; members: Timothy Oberweger, Shawn Orser) .
- Meetings/attendance: In FY2024, the Board and audit committee held four regular meetings; three had full attendance and one had all but one director attending; the Board acted by unanimous written consent four times .
Director Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-employee directors) | $20,000 | $20,000 |
| Committee/meeting fees | None; expenses reimbursed as incurred | None; expenses reimbursed as incurred |
| Equity grants | Not disclosed; Board may pay future comp in cash/equity | Not disclosed; Board may pay future comp in cash/equity |
| Ownership guidelines | Intend to adopt for non-employee directors | Intend to adopt for non-employee directors |
Other Directorships & Interlocks
- Affiliations with Manager/Sponsor: OZ is externally managed; the Manager is an affiliate of the Sponsor, indirectly owned by Mr. Lacoff and beneficially owned by certain immediate family members. The Manager receives management fees based on NAV, development fees and reimbursements under various agreements .
- Conflicts oversight: A Conflicts Committee of independent directors reviews and approves related party transactions and conflict matters .
Compensation Structure Analysis
- External management model: Executive compensation is paid by the Manager and not disclosed at OZ. This limits pay-for-performance transparency at the Company level .
- Fee alignment: OZ pays the Manager a quarterly fee equal to one-fourth of 0.75% of NAV (0.75% annualized), which may emphasize asset growth/NAV over TSR if not balanced by performance hurdles . Affiliates earn development fees (e.g., 4.5% of total project costs, with Sarasota revised to 4.25%), reimbursements and other project-level economics .
- Concentrated control: The Class M unit’s super-vote and separate election of the Class M Director, combined with minimal Class A ownership by Mr. Lacoff (<1%), concentrate governance power via the Manager/Sponsor rather than through public Class A ownership .
Related Party Transactions
| Date | Counterparty | Amount/Terms | Status |
|---|---|---|---|
| May 16, 2024 (amended) | Belpointe Development Holding, LLC (affiliate of CEO) – Revolving credit facility | Up to $3.0M; 5.0% annual interest; matures Aug 31, 2026; $2.6M principal outstanding + < $0.1M accrued interest at Dec 31, 2024 | Outstanding at Dec 31, 2024 |
| Oct 30, 2023 | Belpointe Development Holding, LLC (family affiliate) – Unsecured promissory note | $1.5M; 4.5% annual interest; due Mar 31, 2024; repaid Dec 29, 2023 incl. < $0.1M interest | Repaid Dec 29, 2023 |
| Dec 29, 2023 | Lacoff Holding II, LLC (affiliate of CEO) – Promissory note | $4.0M; 5.26% annual interest; due Apr 1, 2024; repaid Feb 8, 2024 incl. < $0.1M interest | Repaid Feb 8, 2024 |
| FY2024 | Due to affiliates (year-end) | $9.103M payable to affiliates: management fees $4.070M; development fees $2.546M; employee cost sharing $2.388M; accrued interest $79K; director comp $20K | Payables at Dec 31, 2024 |
| Ongoing | Manager – Management fee | Quarterly in arrears: one-fourth of 0.75% of NAV | Ongoing |
| Various | Affiliates – Development fees/reimbursements | Typical 4.5% of project costs; Sarasota revised to 4.25% with $2.5M upfront; 2024 phase fees $4.2M; $2.5M outstanding dev fees at 12/31/24; Nashville DMAs: dev fees equal to 55% of 4.5% of budgets; $0.4M capitalized and $0.4M outstanding | Ongoing |
| FY2024 | Use of offering proceeds | $30.0M loan funding to Norpointe (affiliate of CEO); $10.0M direct/indirect payments to directors/officers/affiliates (insurance and reimbursements); $9.4M to directors/officers/affiliates (management fees, insurance, cost sharing) | Completed per use-of-proceeds |
Board Service History and Dual-Role Implications
- Board classes and terms: Mr. Lacoff is a Class III director; Board divided into Class I–III with staggered three-year terms .
- Committee roles: Mr. Lacoff does not serve on independent committees; committee leadership is held by independent directors (Audit—Orser; Compensation—Oberweger; Nominating—Young Jr.; Conflicts—Drulias) .
- Independence: Mr. Lacoff is not independent; Board independence achieved via four independent directors .
- Dual-role implications: CEO + Chairman combined with Class M super-voting rights centralizes governance control and may raise independence concerns; OZ has a Conflicts Committee of independent directors to address transactions and conflicts with Manager/Sponsor affiliates .
Investment Implications
- Alignment: Minimal Class A ownership by Mr. Lacoff (<1%) and control through the Manager/Sponsor and Class M super-vote could reduce alignment with public Class A unitholders; executive compensation is opaque due to the external management model .
- Fee incentives: NAV-based management fees (0.75% annualized) and affiliate development fees/reimbursements may incentivize asset growth and project throughput; investors should monitor NAV accrual quality, related party economics, and Conflicts Committee oversight .
- Governance risk: Concentrated control, extensive related party transactions, and reliance on the Manager heighten governance risk; mitigation depends on effectiveness of independent committees and disclosure rigor .
- Trading signals: Limited Company-level executive equity or vesting schedules and absence of Company-paid severance/change-of-control reduce near-term insider selling pressure signals; however, watch for related party liquidity events, financing arrangements, and NAV updates .