Timothy Oberweger

About Timothy Oberweger

Independent Director (Class I) since October 2021; age 51 as of 2025. Senior Vice President at Commonwealth Land Title Insurance Company (subsidiary of Fidelity National Financial, Inc.), with 15+ years in title insurance. Juris Doctor, Brooklyn Law School; Bachelor of Arts, Macalester College. Board has affirmed his independence under NYSE corporate governance requirements.

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Conflicts Committee. Audit Committee comprises independent directors, financially literate members, and includes at least one “audit committee financial expert” (chair: Shawn Orser). Conflicts Committee comprises independent directors and oversees policies for related party transactions (chair: Dean Drulias).
• Independence: Board determined Oberweger is independent under NYSE rules; all standing committees are comprised exclusively of independent directors.
• Board structure and tenure: Board divided into three classes; Oberweger is a Class I director, nominated for re-election in 2025 for a term expiring at the 2028 annual meeting. Removal for cause requires at least 80% vote of Class A and B unitholders; the Class M Director is separately elected and removable by Class M holder.
• Attendance and engagement: In FY2023, Board and Audit held four regular meetings; three were fully attended and one had one director absent. In FY2024, Board and Audit held four regular meetings; three fully attended and one had one director absent. Directors are encouraged, but not required, to attend annual meetings.
• Governance context: Externally managed structure—directors may have business interests similar to or in competition with OZ; Board relies heavily on information from the external Manager. Conflicts Committee established to address potential conflicts arising from Manager/Sponsor affiliations.

Fixed Compensation

• Policy change: Board intends to compensate non‑employee directors annually, payable quarterly in arrears, in cash or equity (or mix), and adopt a unit ownership policy requiring minimum Class A unit ownership for non‑employee directors (to align incentives).

Performance Compensation

Other Directorships & Interlocks

• Compensation committee interlocks: In FY2024, none of OZ’s executive officers served on another entity’s compensation committee where an executive served on OZ’s Board; and no such director interlocks disclosed.

Expertise & Qualifications

• Legal and regulatory: JD; extensive counsel roles across top title insurance companies; strong governance literacy.
• Real estate/finance: 15+ years in title insurance; memberships in NMHC, ULI, NAIOP; audit committee requires financially literate members per NYSE; committee has at least one SEC-defined “financial expert.”
• Leadership: Chair, Young Mortgage Bankers Association; elected public body experience in Greenwich, CT.

Equity Ownership

• Individual director ownership: Timothy Oberweger not individually itemized in the security ownership table; only group totals disclosed.
• Ownership policy: Board intends to adopt a unit ownership policy requiring non‑employee directors to own a minimum level of Class A units. Compliance status not disclosed.
• Pledging/hedging: Insider Trading Policy adopted via Sponsor; specific hedging/pledging restrictions for directors not detailed in proxy.

Governance Assessment

• Strengths

  • Independent director with deep real estate/title insurance expertise; chairs Compensation Committee and serves on Audit and Conflicts committees—all comprised of independent directors per NYSE rules.
  • Conflicts Committee actively oversees related party transactions; written related person transaction policy requires approval by the Conflicts Committee or disinterested directors.
  • Board intends to implement director equity/ownership policies to improve alignment; consistent cash retainer and no meeting fees suggest restrained director pay.
  • Board attendance strong at regular meetings (only one absence across four meetings in each of FY2023 and FY2024).

• Risks and RED FLAGS

  • Externally managed structure with significant related party economics: 0.75% annual management fee based on NAV; Manager holds 100,000 Class B units entitling it to 5% of gains/distributions; termination fee equals six times the annual management fee. Oversight relies on the Board/Conflicts Committee (Oberweger is a member).
  • Development fees to Sponsor affiliates typically 4.25%–4.5% of project costs; multi-million fees and reimbursements; increases tied to scope changes at certain projects (e.g., Sarasota).
  • Affiliate financing: Revolving credit facility from Belpointe Development Holding, LLC (5.0% rate; $2.6M outstanding at YE2024); short-term loan from Lacoff Holding II, LLC (5.26% rate; repaid Feb 8, 2024).
  • Code of Business Conduct: Non‑employee directors are not obligated to limit outside interests or notify OZ of opportunities even if competitive—places a premium on Conflicts Committee vigilance.
  • Director-specific equity alignment not yet disclosed (individual ownership not itemized; ownership policy not yet implemented), which may limit direct “skin‑in‑the‑game” signals.

• Implications for investors

  • Oberweger’s committee roles position him centrally in pay design and conflict oversight; effectiveness hinges on rigorous application of the related person policy and independence standards.
  • The externally managed model and substantial affiliate economics (fees, units, termination provisions) warrant continued scrutiny; strong Conflicts Committee oversight is critical to mitigating potential dilution or adverse capital allocation.