Dean Drulias

About Dean Drulias

Dean Drulias, Esq., is an independent director of Belpointe PREP, LLC (NYSE American: OZ) serving since October 2021; he is age 78 as of the 2025 proxy and holds a J.D. from Loyola Law School and a B.A. from the University of California, Berkeley . The Board has affirmatively determined that he is independent under NYSE rules; he brings senior executive and board service experience, including prior General Counsel roles in energy and real estate law, and is admitted to the California and Texas Bars .

Past Roles

External Roles

Board Governance

• Board classification and tenure: OZ’s board is classified (Class I/II/III); Drulias is a Class III director, originally elected in October 2021, and stands for re‑election on the Class III cycle (2024 proxy) .
• Independence: Independent under NYSE rules (majority independent board requirement affirmed) .
• Committee assignments: Chair, Conflicts Committee; Member, Nominating & Corporate Governance Committee (current) .
• Committee composition highlights: Audit (Orser chair; Oberweger, Young); Compensation (Oberweger chair; Orser, Young); Nominating & Governance (Young chair; Drulias, Orser); Conflicts (Drulias chair; Oberweger, Orser) .
• Attendance: In FY 2024, the Board and Audit Committee held four regular meetings; all directors attended three meetings and all but one attended one meeting (individual attendance not disclosed) .

Fixed Compensation

Performance Compensation

• Equity awards: No director equity grants disclosed; the Board indicates an intent that director compensation may be paid in equity going forward, but no grant specifics are provided .
• Performance metrics: No performance‑based metrics tied to director compensation disclosed (e.g., TSR, EBITDA, ESG) .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal expertise: Energy, environmental, and real property law with prior General Counsel, Corporate Secretary, and director experience at a public oil & gas company .
• Regulatory and governance: Service on conflicts committee as chair, governance committee member; experience managing related‑party oversight in externally managed structure .
• Education and credentials: J.D. (Loyola Law School), B.A. (UC Berkeley); admitted to CA and TX Bars .

Equity Ownership

• Individual holdings: The beneficial ownership table in the 2024 and 2025 proxies lists only Brandon E. Lacoff and Martin Lacoff individually among directors; no specific units are attributed to Dean Drulias, and no pledging is disclosed for him .
• Group totals: Directors and officers as a group held 219 Class A units (<1%), 100,000 Class B units (100%), and 1 Class M unit (100%) as of the record dates (Drulias included in group, but not broken out); ownership guidelines for non‑employee directors intended but not yet disclosed as adopted .

Governance Assessment

• Independence and roles: Drulias is independent and chairs the Conflicts Committee—critical in OZ’s externally managed LLC with extensive affiliate interactions (management agreement, fees, development fees, financing, insurance brokerage) .
• Conflicts management: Material related‑party transactions include (i) BDH revolving credit facility up to $3.0 million at 5.0% (outstanding $2.6 million at YE 2024), (ii) LH II secured loan $4.0 million at 5.26% (repaid Feb 8, 2024), (iii) insurance commissions/fees paid to Belpointe Specialty Insurance (commissions/admin ~$0.2 million in FY 2024), (iv) Manager fees (0.75% of NAV; $2.7 million incurred FY 2024), (v) Class B units and Class M unit rights for Manager, and (vi) development fees (4.25%–4.5% of project costs; $4.2 million FY 2024). As Conflicts Committee chair, Drulias’ effectiveness is pivotal to investor confidence amidst these affiliate economics .
• Board structure and voting power: OZ’s capital structure includes a Class M unit with outsized voting power (10x total A+B units) and Manager‑held Class B units with a 5% promote on gains/distributions—heightening governance complexity and the need for robust independent oversight .
• Attendance and engagement: Board/Audit held four regular meetings in FY 2024 with high attendance, but individual director attendance rates are not disclosed; investor assessment must rely on committee leadership and disclosed actions .
• Compensation alignment: Non‑employee director pay is modest ($20,000 cash, no meeting fees) with intent to adopt ownership guidelines—positive signal but equity alignment details are not yet in place; no performance‑linked director pay disclosed .

RED FLAGS

• Extensive related‑party transactions and fee structures with affiliates (management fees, development fees, financing, insurance commissions) demand rigorous Conflicts Committee effectiveness—an area directly chaired by Drulias .
• Concentrated voting power via the Class M unit and Manager’s economic rights (Class B promote) can limit minority unitholder influence, increasing reliance on independent directors’ oversight .
• Lack of disclosed individual director equity ownership and the not‑yet‑adopted ownership guideline reduces visible alignment for non‑employee directors at present .

Overall, Drulias’ legal and governance background (including prior public company GC/Secretary roles) and his chairmanship of the Conflicts Committee are central to mitigating structural conflicts in OZ’s externally managed model; continued transparency on committee decisions, adoption of director ownership guidelines, and enhanced disclosure on individual director ownership would improve alignment and investor confidence .