Martin Lacoff
About Martin Lacoff
Martin Lacoff serves as Director, Chief Strategic Officer, and Principal Financial Officer of Belpointe PREP, LLC (OZ). He has been Chief Strategic Officer and Principal Financial Officer since the company’s founding in January 2020 and joined the Board in September 2021. He is 77 years old (as of the 2025 proxy), and holds an engineering degree from Rensselaer Polytechnic Institute and an MBA in Finance from the Simon Business School at the University of Rochester . Lacoff’s background spans securities, real estate, and natural resources, including leadership roles at a public MLP and broker-dealer; OZ is externally managed, and executive compensation is paid by the Manager rather than OZ, limiting pay-for-performance visibility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belpointe REIT, Inc. | Vice Chairman & Chief Strategic Officer | 2018–Oct 2021 | Executive leadership at qualified opportunity fund affiliate; continued until OZ’s acquisition in Oct 2021 . |
| Walker Energy Partners | Vice-Chairman & Co-Founder | Not disclosed | One of the first publicly traded MLPs; brought public by Lacoff . |
| LaClare Securities, Inc. | Chairman, Founder & General Securities Principal | Not disclosed | Led NASD broker-dealer; capital markets expertise . |
| Mitchell Hutchins; Paine Webber | Vice President, Institutional Equities | Not disclosed | Institutional equities leadership; sell-side experience . |
| Fortune Natural Resources Corporation | Director | Not disclosed | Board role at AMEX-listed oil & gas company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belpointe Multifamily Development Fund I, LP | Board of Director | Since 2012 | Real estate investment decisions oversight . |
| Lion’s Foundation of Greenwich | Board of Directors | Current | Charitable organization supporting the blind and visually impaired . |
Fixed Compensation
| Item | Disclosure |
|---|---|
| Base salary (company-paid) | Not applicable; OZ is externally managed. Executive officers do not receive compensation from OZ; they are compensated by the Manager, and OZ does not reimburse the Manager for executive compensation . |
| Target/Actual bonus | Not applicable; no OZ-paid bonuses to executive officers . |
| Perquisites | OZ does not provide pension/retirement benefits, perquisites, or deferred compensation to executive officers . |
| Employment agreements | None with OZ’s executive officers . |
Performance Compensation
| Item | Metric/Terms | Disclosure |
|---|---|---|
| Equity awards (company-issued to executives) | RSUs/PSUs/Options | None disclosed; compensation committee oversees equity programs “if any,” but OZ states executive officers are paid by the external Manager, not OZ . |
| Performance metrics tied to pay | Revenue/EBITDA/TSR/ESG | Not disclosed for executive officers (comp is set/paid by Manager) . |
| Clawback policy | Restatement-based recovery | Clawback policy effective October 2, 2023; requires recoupment of erroneously awarded executive compensation upon required accounting restatement. No restatements requiring recovery as of Dec 31, 2024 . |
Equity Ownership & Alignment
| Holder | Security | Amount | % of Outstanding |
|---|---|---|---|
| Martin Lacoff (via M&C Partners III) | Class A units | 12 | Less than 1% |
| Martin Lacoff | Class B units | — | — |
| Martin Lacoff | Class M unit | — | — |
Notes:
- OZ reports beneficial ownership including securities acquirable within 60 days; Martin and spouse share voting/dispositive power over the 12 Class A units held by M&C Partners III .
- No disclosure of options, RSUs, exercisable/unexercisable awards, or pledged shares for Martin .
Employment Terms
| Term | Disclosure |
|---|---|
| Role start date | Chief Strategic Officer and Principal Financial Officer since January 2020 . |
| Board service start date | Director since September 2021 . |
| Contract term | No employment agreement with OZ; executive officers are compensated by the external Manager . |
| Severance & change-of-control | None; OZ does not have arrangements to make payments to executive officers upon termination or change in control . |
| Non-compete / non-solicit / garden leave | Not disclosed. |
| Clawback | Adopted October 2, 2023; applies upon required restatement; no recovery events as of Dec 31, 2024 . |
| External management environment | Management agreement initial term through Dec 31, 2025; then auto-renews for successive three-year terms unless OZ gives 180 days’ notice. Termination fee equals six times the annual management fee earned during the preceding 12 months; Manager continues to hold Class B units upon termination/non-renewal . |
Board Governance
- Board composition: Six directors across three classes; Martin is a Class II director (term expires at 2026 annual meeting) .
- Committee memberships are limited to independent directors; Martin (an executive officer) is not listed on audit, compensation, nominating & corporate governance, or conflicts committees .
- Independence: The Board determined four directors (Drulias, Oberweger, Orser, Young Jr.) are independent under NYSE rules; executives (including Martin) are not independent .
- Board & audit committee meetings: In fiscal 2024, four regularly scheduled meetings; three had full attendance; one had all but one director present; the Board also acted by unanimous written consent four times .
- Voting structure & dual-role implications:
- Class M unit: entitles holder to votes equal to 10×(Class A outstanding + Class B outstanding) on matters where Class M votes—concentrating control; the Class M Director (Brandon E. Lacoff) is elected solely by the Class M holder .
- Executives (including Martin) serve as officers of the external Manager/Sponsor or their affiliates; a Conflicts Committee of independent directors addresses related party and conflict matters .
Director Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Non-employee director cash retainer | $20,000 | $20,000 |
| Employee directors (including Martin) board fees | $0 (employee directors do not receive board compensation) | $0 (employee directors do not receive board compensation) |
| Meeting fees | None; reasonable expenses reimbursed; meetings were hybrid with no director expenses incurred | |
| Ownership guidelines (directors) | Intend to adopt unit ownership policy for non-employee directors (to align interests) | Intend to adopt unit ownership policy for non-employee directors |
Related Party Transactions (Governance Risk Context)
- Revolving credit facility with Belpointe Development Holding, LLC (affiliate of CEO): up to $3.0 million; 5.0% interest; outstanding principal $2.6 million as of Dec 31, 2024; maturing Aug 31, 2026 (amended; extended in 2024 to Dec 31, 2025 and later to Aug 31, 2026) .
- Promissory note from Lacoff Holding II, LLC (affiliate of CEO): $4.0 million; 5.26% interest; secured by first mortgage lien; repaid in full Feb 8, 2024 .
- Insurance brokerage commissions to Belpointe Specialty Insurance (family members of CEO have passive indirect minority interest): $0.2 million commissions/fees on $2.9 million premiums in 2024 .
- External Manager economics:
- Management fee: 0.75% annualized, based on quarter-end NAV; $2.7 million incurred in 2024; $1.3 million paid .
- Manager holds 100,000 Class B units and one Class M unit; Class B units entitle Manager to 5% of any gain or distribution (operating gains exclude depreciation), regardless of whether Class A holders have received a return of capital; no Class B allocations/distributions in 2024 .
- Reimbursement to Manager/Sponsor: $2.6 million reimbursed in 2024 for fees/expenses; Sponsor incurred $2.1 million of costs under cost sharing .
Risk Indicators & Red Flags
- External management structure limits transparency on executive compensation, performance metrics, and incentive alignment for executives (including Martin) .
- Concentrated voting power via Class M unit and election of Class M Director solely by Class M holder; potential governance and minority holder influence concerns .
- Multiple related party transactions (affiliates of CEO) and economic interests held by Manager/Sponsor and family members; mitigated by Conflicts Committee oversight .
- Employee directors (including Martin) do not receive board compensation; equity ownership in OZ by Martin is de minimis (12 Class A units, <1%), suggesting limited direct “skin in the game” at the OZ entity level .
Investment Implications
- Pay-for-performance alignment cannot be assessed at OZ since executive compensation (including Martin’s) is paid by the external Manager and not disclosed at the company level; this reduces clarity on incentive levers tied to OZ-specific performance .
- Martin’s direct OZ equity ownership is minimal (12 Class A units, <1%), and there are no disclosed executive equity awards at OZ; alignment at the entity level appears limited, though Manager/Sponsor economics (Class B/Management fees) drive broader incentives .
- Governance features (Class M voting power; related party arrangements) warrant a higher diligence bar; the independent Conflicts Committee and audit/compensation/nominating committees are designed to mitigate conflicts, but investors should monitor related party transactions, fee accruals, and any changes to external management terms .