Ronald Young Jr.
About Ronald Young Jr.
Independent director of Belpointe PREP, LLC (NYSE American: OZ); age 51; director since October 2021. President and Co‑founder of Tri‑State LED (a subsidiary of Revolution Lighting Technologies), with prior experience co‑founding Belray Capital and roles at MAC Pension, Strategies for Wealth, and AG Edwards & Sons; undergraduate degree from the University of Connecticut. Serves on Audit and Compensation Committees and chairs the Nominating & Corporate Governance Committee; the Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tri-State LED (RVLT subsidiary) | President & Co‑founder | Since 2010 | LED solutions leadership; commercial/industrial/municipal focus |
| Belray Capital | Managing Director & Co‑founder | Prior to 2010 (later acquired by Belpointe) | Real estate/investment firm founding and growth |
| MAC Pension Inc.; Strategies for Wealth (Guardian agency); AG Edwards & Sons (now Wells Fargo Advisors) | Various investment/financial roles | Not disclosed | Financial services experience |
External Roles
| Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Belpointe REIT, Inc. | Director | Not disclosed | Affiliate of OZ’s Manager/Sponsor; acquired by OZ in Oct 2021 |
Board Governance
- Board classification: Class II director; term expires at 2026 annual meeting .
- Independence: Board determined Ronald Young Jr. is independent under NYSE rules .
- Committees: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Conflicts oversight: OZ has a Conflicts Committee of independent directors (chair Dean Drulias) to review related‑party transactions; Ronald Young Jr. is not on this committee .
- Attendance: In FY2024, the Board and Audit Committee held four regular meetings; three had full attendance and one had a single director absence. Directors are encouraged (not required) to attend the annual meeting .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $20,000 | $20,000 |
| Meeting fees | $0 (no additional fees paid) | $0 (no additional fees paid) |
| Reimbursement of expenses | Reasonable out‑of‑pocket reimbursed; hybrid meetings led to no expenses disclosed | Reasonable out‑of‑pocket reimbursed; hybrid meetings led to no expenses disclosed |
- Policy direction: The Board intends to establish annual compensation paid quarterly and may use cash and/or equity; plans to adopt a unit ownership policy requiring non‑employee directors to own a minimum level of Class A units (amount not disclosed) .
Performance Compensation
| Equity/Options | 2023 | 2024 | Performance Metrics |
|---|---|---|---|
| Equity grants (RSUs/PSUs/DSUs) | None disclosed | None disclosed | None disclosed for directors |
| Options | None disclosed | None disclosed | N/A |
- No director performance metrics, vesting schedules, or incentive frameworks were disclosed; equity may be used prospectively at Board discretion .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Belpointe REIT, Inc. | Director | Affiliate of OZ’s Manager/Sponsor; reinforces sponsor network ties |
Expertise & Qualifications
- Investment and real estate development background; founder/operator experience in LED solutions. Undergraduate degree from University of Connecticut .
- Committee leadership in governance (chair of Nominating & Corporate Governance) and service on audit and compensation provide financial oversight and governance experience .
Equity Ownership
- Beneficial ownership table did not itemize holdings for Ronald Young Jr.; directors listed individually were Brandon E. Lacoff and Martin Lacoff, with group totals showing de minimis Class A ownership. This implies Ronald’s beneficial ownership is less than 1% and not individually disclosed in the proxy tables .
- Ownership alignment: Company intends to adopt director unit ownership guidelines, but required multiples/thresholds and compliance status are not disclosed .
- Section 16 compliance: Directors/officers complied with beneficial ownership reporting requirements in 2023 and 2024 .
Governance Assessment
-
Strengths
- Independence affirmed; chairs Nominating & Corporate Governance; seats on Audit and Compensation provide oversight across key controls and pay .
- Board has formal charters for audit, compensation, nominating/governance; audit committee includes a financial expert and is financially literate .
- Adoption of executive compensation clawback policy (Oct 2, 2023) and intent to implement director ownership guidelines signal improving governance frameworks .
-
Risks and RED FLAGS
- External management model and significant related‑party transactions with Sponsor/Manager and CEO affiliates (BDH revolving credit facility: up to $3.0M at 5.0%, $2.6M outstanding at 12/31/2024; LH II mortgage loan $4.0M at 5.26%, repaid 2/8/2024) increase conflict risk; oversight relies on Conflicts Committee (Ronald not a member) .
- Manager economics: 0.75% annualized management fee on NAV; Manager holds 100,000 Class B units with 5% “promote” on gains/distributions and one Class M unit with outsized voting power (votes equal to 10× total A+B units), potentially diluting public unitholder influence and complicating board independence dynamics .
- Insurance brokerage commissions to an affiliate with CEO family ownership (approx. $0.2M on $2.9M premiums in 2024) and development fees to Sponsor affiliates (4.25%–4.5% of project costs; $4.2M construction‑phase fees in 2024) underscore ongoing related‑party exposure .
- Limited disclosed director ownership; lack of clarity on ownership guideline thresholds and compliance reduces skin‑in‑the‑game alignment .
-
Attendance/Engagement
- Board/Audit held four regular meetings in 2024; three with full attendance and one with a single absence; individual attendance not disclosed, limiting director‑level engagement assessment .
-
Additional context
- Auditor transition: Citrin Cooperman declined re‑election in April 2025; Audit Committee appointed CohnReznick LLP. No adverse opinions; committee retains oversight of independence and pre‑approval policies .
Related‑Party Transactions Snapshot (Conflict Oversight)
| Transaction | Terms | Status |
|---|---|---|
| BDH Facility (CEO affiliate) | Revolving credit up to $3.0M; 5.0% interest; matures Aug 31, 2026; $2.6M principal outstanding at 12/31/2024 | Active; Conflicts Committee policy applies . |
| LH II Loan (CEO affiliate) | $4.0M mortgage; 5.26% interest; due Apr 1, 2024 | Repaid Feb 8, 2024 (incl. < $0.1M interest) . |
| Belpointe Specialty Insurance | $2.9M premiums; ~$0.2M commissions/admin fees in 2024 | Ongoing brokerage/consulting; management asserts arm’s‑length comparability . |
| Manager Agreement | 0.75% annualized fee on NAV; 100,000 Class B units (5% promote) and 1 Class M unit; termination fee equals 6× annual management fee | Active; renews in 3‑year terms unless non‑renewed with 180‑day notice . |
Compensation Committee Analysis
- Composition: Timothy Oberweger (chair), Shawn Orser, Ronald Young Jr.; all independent .
- Scope: Oversees equity compensation programs (if any), director compensation, and compensation risk management; authority to retain advisors .
- Consultants and peer groups: Not disclosed; no compensation peer group or target percentiles provided .
Equity Ownership
| Holder | Class A Units | Class B Units | Class M Unit |
|---|---|---|---|
| Ronald Young Jr. | Not itemized; <1% implied (not disclosed) | — | — |
| All directors/officers (group) | 219 (<1%) | 100,000 (Manager) | 1 (Manager) |
Other Notes
- Director compensation structure trending: Cash‑heavy retainer with prospective equity component and ownership guideline plans; no director‑level equity grants or performance metrics disclosed to date .
- Section 16(a): Compliance confirmed for 2023 and 2024 filings .
Governance Assessment
- Overall, Ronald Young Jr. enhances board independence and governance oversight through chairing Nominating & Corporate Governance and serving on Audit and Compensation. However, OZ’s structure (external management, Manager’s Class M control, Sponsor/CEO affiliate transactions) presents meaningful systemic conflict risks; Ronald’s effectiveness depends on rigorous committee oversight and transparent application of conflict policies. Limited disclosed personal ownership and absence of director‑level equity grants to date weaken alignment signals; planned ownership guidelines should be implemented and disclosed with thresholds and compliance status to improve investor confidence .