Shawn Orser
About Shawn Orser
Independent director of Belpointe OZ (OZ) since October 2021; age 50 as of the 2025 proxy. President of Seaside Financial & Insurance Services since 2009, with prior trading and investment roles at RBC Dominion Securities, Merrill Lynch, Titan Capital, Remsemberg Capital, and Northwestern Mutual. Holds a bachelor’s degree in Finance from Syracuse University. Selected for the board based on extensive investment and finance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belpointe REIT, Inc. (affiliate of OZ’s Manager/Sponsor) | Director | Nov 2019 – Oct 2021 (until OZ’s acquisition) | Provided investment and finance expertise; affiliated context relevant to conflicts oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Seaside Financial & Insurance Services (San Diego) | President | 2009 – Present | Investment advisory leadership |
| RBC Dominion Securities | Supported Index Arbitrage desk | Not disclosed | Early finance/trading experience |
| Merrill Lynch (Equity Linked Products Group) | Trading desk | Not disclosed | Structured equity-linked product trading |
| Titan Capital (NYC hedge fund) | Traded equity derivatives | Not disclosed | Hedge fund trading experience |
| Remsemberg Capital | Proprietary trader | Not disclosed | Equity and option strategies |
| Northwestern Mutual | Investment management (retail side) | Not disclosed | Wealth management exposure |
Board Governance
- Board structure: Classified board with three classes; Orser is Class I, up for re-election in 2025 to a term expiring 2028 .
- Independence: Identified as an independent director; all committees on which he serves meet SEC/NYSE independence requirements .
- Attendance: In FY2024, the Board and Audit Committee held four regular meetings; three with full attendance and one with one director absent (director-level attendance not individually disclosed) .
| Committee | Membership | Chair Role | Notes |
|---|---|---|---|
| Audit Committee | Member | Chair | Committee members financially literate; at least one audit committee financial expert; authority to retain advisors |
| Compensation Committee | Member | — | Independent committee; authority to retain advisors; oversees board/Executive Advisory Board compensation |
| Nominating & Corporate Governance Committee | Member | — | Independent committee; responsible for board composition and governance practices |
| Conflicts Committee | Member | — | Independent conflicts oversight; reviews related-party transactions between Company and Manager/Sponsor |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $20,000 | Non-employee directors each received $20,000 for service in FY2024 |
| Committee membership fees | Not disclosed | No additional disclosure of committee membership fees |
| Committee chair fees | Not disclosed | No separate chair fee disclosed despite Audit Chair role |
| Meeting fees | $0 | No meeting fees; reasonable out-of-pocket expenses reimbursable (none incurred in FY2024) |
Performance Compensation
| Metric Type | Detail | FY2024 Status |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Annual director compensation may be paid in cash or equity “going forward” (policy to be established) | No equity grants disclosed for FY2024 |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Tied metrics for director compensation | None disclosed |
| Ownership policy | Intend to adopt minimum Class A unit ownership guidelines for non-employee directors | Policy not yet detailed; compliance not disclosed |
The company is externally managed; executive compensation and clawback policy disclosures apply to executives, not directors. A clawback policy became effective Oct 2, 2023 for executive officers (no restatements to date) .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Belpointe REIT, Inc. | Public (prior) | Director | Affiliate of OZ’s Manager/Sponsor; tenure ended upon OZ acquisition (Oct 2021) |
No other current public company directorships disclosed .
Expertise & Qualifications
- Finance/investment and trading background across index arbitrage, equity-linked products, equity derivatives, and proprietary strategies .
- Long-standing leadership of an investment advisory firm (Seaside Financial & Insurance Services) .
- Education: Bachelor’s in Finance, Syracuse University .
- Audit Committee leadership experience (Chair), indicating financial literacy and governance oversight .
Equity Ownership
- Individual director-level beneficial ownership for Orser is not shown in accessible excerpts of the 2023–2025 ownership tables; group totals for directors and officers were 219 Class A units (less than 1%) alongside Manager-held Class B and Class M units, but director-specific holdings beyond those named are not disclosed in the available sections .
- No pledging or hedging by directors disclosed; intention to adopt a director unit ownership policy to enhance alignment .
Governance Assessment
-
Strengths:
- Independent director with Audit Chair role, serving on Compensation, Nominating & Governance, and Conflicts Committees; committees meet SEC/NYSE independence standards and can retain advisors .
- Near-full board/audit attendance in FY2024 suggests active engagement at the board level (though not disclosed per-director) .
- Explicit Conflicts Committee oversight of related-party transactions, relevant due to external management and affiliate ties .
-
Alignment and Pay:
- FY2024 director pay was minimal ($20,000 cash), with no equity grants disclosed; company intends to adopt director ownership guidelines and may use equity compensation going forward, which would improve alignment once implemented .
-
Risks and Red Flags:
- Control risk from governance structure: single Class M unit carries outsized voting power; Class M Director elected separately, potentially diluting minority unitholder influence .
- Externally managed structure with affiliates of Manager/Sponsor creates inherent conflicts; reliance on Conflicts Committee mitigates but does not eliminate risk .
- Lack of transparent, director-specific ownership and compensation detail (e.g., chair fees, equity awards) limits assessment of personal alignment; monitoring adoption of ownership policy and any equity grants is advised .
-
Implications for investors:
- Orser’s finance/trading expertise and Audit Chair role are positives for oversight quality; however, the external management model and concentrated voting rights warrant a governance discount and continued scrutiny of related-party transactions and director alignment policies .