DEF 14A of Five Point Holdings, LLC, Apr 12, 2024

DEF 14A of Five Point Holdings, LLC

Filed Apr 12, 2024 · FY20230001574197-24-000056

Open on EDGAR

  1. TABLE OF CONTENTS

    | COMPENSATION OF DIRECTORS | 44 | | PROPOSAL 3 – Ratification of Selection of Independent Registered Public Accountants | 46 | | AUDIT MATTERS | 47 | | Pre-Approval Policies and Procedures | 47 | | Audit Committee Report | 47 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 49 | | OTHER MATTERS | 51 | | Shareholder Proposals and Nominations | 51 | | Householding of Proxy Materials | 51 | | Where You Can Find More Information | 51 | | Incorporation by Reference | 52 | | Other Business | 52 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  3. Board Structure and Nominees

    Board Structure and Nominees Pursuant to the terms of our Second Amended and Restated Limited Liability Company Agreement (our "Operating Agreement"), the Board shall consist of between three (3) and thirteen (13) directors with the exact number of directors to be fixed exclusively by the Board. The Board last fixed the authorized number of directors at thirteen (13). We currently have nine (9) directors and four (4) vacant Board seats. The directors are divided into three classes: Class I, which currently consists of two directors and two vacancies; Class II, which currently consists of three directors and two vacancies; and Class III, which currently consists of four directors. Each director serves a term of three years. At each annual meeting of shareholders, the term of one class expires. The term of the Class III directors expires at this Annual Meeting. In connection with the Annual Meeting, the Nominating and Corporate Governance Committee and the Board each voted unanimously to nominate Evan Carruthers, Jonathan Foster, Emile Haddad and Stuart Miller for election as the Class III directors. If elected, Messrs. Carruthers, Foster, Haddad and Miller would each serve a three-year term expiring at the close of our 2027 Annual Meeting or until their successors are duly elected. Biographical information on each of the nominees is furnished below under "Director Biographical Information." Set forth below is information as of April 4, 2024 regarding each of our directors, including each director nominee.

  4. Board Structure and Nominees

    | Name | Age | Position | Gender (6) | Race / Ethnicity (6) | Class | Director Since | Term Expires | | Kathleen Brown (1) (3) | 78 | Director | Female | White | II | 2016 | 2026 | | William Browning (1) (3) | 70 | Director | Male | White | I | 2016 | 2025 | | Evan Carruthers (2) | 45 | Director | Male | White | III | 2009 | 2024 | | Jonathan Foster (3) (4) | 63 | Director | Male | White | III | 2016 | 2024 | | Emile Haddad | 65 | Chairman Emeritus | Male | Asian | III | 2009 | 2024 | | Gary Hunt | 75 | Director | Male | White | II | 2016 | 2026 | | Stuart Miller | 66 | Executive Chairman | Male | White | III | 2016 | 2024 | | Michael Rossi (2) (4) (5) | 80 | Director | Male | Native American & Native Hawaiian | I | 2016 | 2025 | | Michael Winer (1) (2) (4) | 68 | Director | Male | White | II | 2009 | 2026 |

  5. Board Structure and Nominees

    (1) Current member of our Audit Committee (2) Current member of our Compensation Committee (3) Current member of our Conflicts Committee (4) Current member of our Nominating and Corporate Governance Committee (5) Current Lead Independent Director (6) Based on each director's self-identification

  6. Board Recommendation

    Board Recommendation OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE FOUR NAMED DIRECTOR NOMINEES. UNLESS YOU GIVE CONTRARY INSTRUCTIONS, THE SHARES REPRESENTED BY YOUR RETURNED EXECUTED PROXY WILL BE VOTED "FOR" EACH OF THE FOUR NAMED DIRECTOR NOMINEES.

  7. Director Biographical Information

    Director Biographical Information The following biographical information is furnished with regard to our directors (including nominees) as of April 4, 2024.

  8. Nominees for Election at the Annual Meeting to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders

    Nominees for Election at the Annual Meeting to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting of Shareholders Evan Carruthers. Mr. Carruthers has been a member of our Board since 2009. Mr. Carruthers is Managing Partner, Chief Executive Officer and Chief Investment Officer of Castlelake, a global alternative investment firm, having co-founded the firm in 2005. Mr. Carruthers is responsible for the firm’s overall strategy, including all investment and operational activities, as well as guiding the firm’s mission, culture and investment approach. Mr. Carruthers also serves as chair of Castlelake’s Executive Committee and Investment Review Committee. Mr. Carruthers has deep asset-based investment expertise, spanning back to the year 2000. Under his guidance, Castlelake has invested capital in approximately 70 countries across multiple industries. Mr. Carruthers has been instrumental in the development of the firm’s asset- and credit-based investment activities, including the development of its differentiated aviation platform. Prior to co-founding Castlelake, Mr. Carruthers was an investment manager with CVI, responsible for corporate and asset-based investments in North America and the development of Cargill’s global aircraft investing business. Prior to joining CVI, Mr. Carruthers worked in several capacities at Piper Jaffray. Mr. Carruthers received his B.A. from the University of St. Thomas in business administration, with a specialty in finance. Mr. Carruthers sits on the Board of Directors of Aedas Homes, S.A.U., one of the largest homebuilders in Spain. Mr. Carruthers also serves in leadership roles at various nonprofit organizations focused on wildlife conservancy, including the Board of Directors of the Bonefish and Tarpon Trust, Guides Trust Foundation, and Pheasants Forever. He is also the treasurer of the Minnesota Orchestra. Mr. Carruthers was selected to serve on our Board because of his strong business acumen and strong record of success in corporate and other asset-based investments. Jonathan Foster. Mr. Foster has been a member of our Board since May 2016. Mr. Foster is the Founder and has been a Managing Director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services, and private equity investing firm, since 2008. Previously, from 2007 until 2008, Mr. Foster served as a Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities. From 2005 until 2007, he served as Executive Vice President-Finance and Business Development of Revolution LLC. From 2002 until 2004, Mr. Foster was a Managing Director of The Cypress Group, a private equity investment firm and from 2001 until 2002, he served as a Senior Managing Director and Head of Industrial Products and Services Mergers & Acquisitions at Bear Stearns & Co. From 1999 until 2000, Mr. Foster served as the Executive Vice President, Chief Operating Officer and Chief Financial Officer of Toysrus.com, Inc. Previously, Mr. Foster was with Lazard, primarily in mergers and acquisitions, for over ten years, including as a Managing Director. Mr. Foster is also a director of Lear Corp., Masonite International Corporation and Berry Global. Mr. Foster was previously a member of the boards of directors of Sabine Oil & Gas, Smurfit-Stone Container Corporation and Chemtura Corporation. Mr. Foster has a bachelor’s degree in Accounting from Emory University, a master’s degree in Accounting & Finance from the London School of Economics and has attended an Executive Education Program at Harvard Business School and the University of California, Berkeley, School of Law. Mr. Foster was selected to serve on our Board because of his extensive experience in equity investing and serving as an officer and director of public and private companies. Emile Haddad. Mr. Haddad has been a member of our Board since 2009 and has served as Chairman Emeritus since October 2021. Mr. Haddad was our President and Chief Executive Officer and Chairman of our Board from May 2016 until October 2021. From 2009 until May 2016, Mr. Haddad was President and Chief Executive Officer of the management company, which he co-founded, that managed the development of Great Park Neighborhoods and Valencia (formerly known as Newhall Ranch). In this capacity, Mr. Haddad was primarily responsible for investing in and managing the planning, development and operational activities for Great Park Neighborhoods, Valencia, and Candlestick and The San Francisco Shipyard. Prior to co-founding the management company in 2009, Mr. Haddad served as the Chief Investment Officer of Lennar, one of the nation’s largest homebuilders, where he was in charge of the company’s real estate investments, asset management and several joint ventures. In this capacity, Mr. Haddad led the acquisition, capitalization and development of Great Park Neighborhoods, Valencia, and Candlestick and The San Francisco Shipyard. He is on the Real Estate Advisory Board of the University of California, Berkeley and is a member of the USC Price School of Public Policy Board of Counselors and the Board of Trustees of Chapman University. He is Co-Chair of Octane OC and Chairman Emeritus of the USC Lusk Center for Real Estate Advisory Board. Mr. Haddad formerly served on the Board of Trustees at the University of California, Irvine Foundation and Claremont Graduate University, as well as the boards of directors of PBS (Public Broadcasting System) So-Cal and Aedas Homes, S.A.U. Mr. Haddad received a civil engineering degree from the American University of Beirut. Mr. Haddad was selected to serve on our Board based on his executive management experience in the real estate industry, his comprehensive knowledge of our business and operations and his proven ability to successfully execute large-scale development projects. Stuart A. Miller. Mr. Miller has been a member of our Board since May 2016 and has served as the Executive Chairman of our Board since October 2021. Mr. Miller has served as a director of Lennar, one of the nation’s largest homebuilders, since April 1990, has served as Lennar’s Executive Chairman since April 2018, and has served as Lennar’s Co-Chief Executive Officer since September 2023. Before that, Mr. Miller served as Lennar's Chief Executive Officer from April 1997 to April 2018. Mr. Miller also served as President of Lennar from April 1997 to April 2011. Mr. Miller also serves on the Board of Directors of Doma Holdings, Inc. As of February 2024, Mr. Miller and his family owned shares of Lennar common stock entitling him to cast approximately 38% of the combined votes that could be cast by all holders of Lennar common stock. Mr. Miller was selected to serve on our Board because of his vast knowledge of the real estate industry and his extensive experience serving as a director of public companies.

  9. Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders William Browning. Mr. Browning has been a member of our Board since May 2016. Mr. Browning has dedicated his time to serving on boards of directors since January 2012. From 1999 to January 2012, Mr. Browning was a senior client service partner at Ernst & Young LLP, a global leader in assurance, tax, transaction and advisory services. From 2008 to 2012, Mr. Browning served as the managing partner for Ernst & Young LLP’s Los Angeles office, which at the time of his departure was Ernst & Young LLP’s second largest practice in the Americas and the largest public accounting firm in Los Angeles with over 1,200 professionals and over $400 million in annual revenues. Mr. Browning’s extensive industry sector experience includes real estate and REITs, financial services (commercial banks, asset management, consumer finance, credit card and mortgage companies), private equity, energy (upstream/downstream, refining and natural gas), engineering and construction, and technology. Before joining Ernst & Young LLP, Mr. Browning began his professional career with Arthur Andersen & Co. in 1976, where he was admitted to partnership in 1987 and named office managing partner of its Oklahoma office in 1994. At Arthur Andersen & Co. in Oklahoma and in Los Angeles, California, Mr. Browning served clients in a wide variety of industries and led the firm’s domestic banking practice and regulatory compliance practice. Mr. Browning also serves on the board of directors of Ares Commercial Real Estate Corporation, a specialty finance company that is primarily focused on directly originating, managing and servicing a diversified portfolio of commercial real estate debt-related investments. Mr. Browning is a former director of McCarthy Holdings, and Parsley Energy, Inc. Mr. Browning is also an adjunct professor at Southern Methodist University in Dallas, Texas. Mr. Browning holds a B.B.A. from the University of Oklahoma. Mr. Browning’s experience in accounting and auditing, including in the real estate and REIT industries, provides our Board and, specifically, the Audit Committee, with valuable knowledge, insight and experience in such matters. Michael Rossi. Mr. Rossi has been a member of our Board since May 2016. From 2015 through January 2020, Mr. Rossi was the chairman and chief executive officer of Shorenstein Properties LLC, and he currently serves as a member of Shorenstein's advisory board. Prior to assuming the role as Shorenstein's chairman, Mr. Rossi was a founding member of its advisory board and served as a consultant to Shorenstein from 1994 to 2015, focusing on succession planning, business planning, compensation practices and organizational development. Mr. Rossi is a retired vice chairman of BankAmerica Corporation, serving from 1993 to 1997. Prior to serving as vice chairman, Mr. Rossi was BankAmerica’s chief credit officer. Prior to that post, he held various executive positions. From 2005 to 2007, Mr. Rossi was chairman and CEO of Aozora Bank, taking it public in November 2006. He also spent eight months as chairman of GMAC/ResCap. Mr. Rossi is a senior advisor to the San Francisco 49ers and is a former senior advisor for Jobs and Economic Development for the Governor of the State of California. He is also a former chairman of the California Workforce Development Board, the Monterey Institute of International Studies, Lifesavers, the California Infrastructure and Economic Development Bank, Visit California, the American Diabetes Association of California and Claremont Graduate University. He also served on the President’s Campaign Cabinet for the University of California at Berkeley, was a member of the board of the Special Olympics Committee of Northern California, the Thunderbird School of Global Management, the California High Speed Rail Authority, the National Urban League, North Hawaii Community Hospital, Pulte Homes, Del Webb Corporation and Union Pacific Resources, a member of the nominating committee of the Bankers Association for Foreign Trade (BAFT) and a past president of the board of BAFT. Mr. Rossi earned a B.A. from the University of California at Berkeley. Mr. Rossi was selected to serve on our Board because of his vast business and corporate governance experience with banking institutions, public agencies and other private sector companies.

  10. Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Shareholders Kathleen Brown. Ms. Brown has been a member of our Board since May 2016. She is a partner of the law firm Manatt, Phelps & Phillips, LLP. Prior to joining Manatt in September 2013, she worked at Goldman Sachs Group, Inc., a global investment banking and securities firm, in various leadership positions for 12 years. From 2011 to 2013, Ms. Brown served as the chairman of investment banking for Goldman’s Midwest division in Chicago and was managing director and head of the firm’s Los Angeles-based western region public sector and infrastructure group from 2003 to 2011. From 1995 to 2000, Ms. Brown was a senior executive at Bank of America where she served in various positions, including President of the Private Bank. She served as California state treasurer from 1991 to 1995. Ms. Brown is a former director of Sempra Energy, Forestar Group, Inc., Stifel Financial, and the Sustainable Development Acquisition Corp. She is a member of the Stanford Center on Longevity Advisory Board, the Santa Catalina School Board of Trustees, the Investment Committee for the Annenberg Foundation and the Advisory Boards of the UCLA Medical Center and Meridiam SAS. Ms. Brown has extensive experience in both the public and private financial sectors, as well as in-depth knowledge of California government processes. Her knowledge of the law and experience as a partner at Manatt gives her insight into the effect of laws and regulations on our businesses. This combination of public and private financial experience, legal experience and public service in the State of California makes her a valuable member of our Board. Gary Hunt. Mr. Hunt has been a member of our Board since May 2016. Mr. Hunt has over 40 years of experience in real estate. He spent 25 years with The Irvine Company, one of the nation’s largest master planning and land development organizations, serving 10 years as its Executive Vice President and as a member of its Board of Directors and Executive Committee. Mr. Hunt led The Irvine Company’s major entitlement, regional infrastructure, planning, legal and strategic government relations, as well as media and community relations activities. As a founding Partner in 2001 and now the Vice Chairman of California Strategies, LLC, Mr. Hunt serves as a Senior Advisor to some of the largest master-planned community and real estate developers on the west coast, including Tejon Ranch and Lewis Group of Companies. Mr. Hunt currently serves on the boards of Glenair Corporation, Psomas and University of California, Irvine Foundation and is the former Chairman of CT Realty, and he formerly served as lead independent director at William Lyon Homes and on the board of Taylor Morrison Home Corporation. He was the founding chairman of Kennecott Land Company’s Advisory Board, formerly a Senior Advisor to Strategic Hotels and Resorts REIT and Inland American Trust REIT, and was a member and lead independent director of Grubb & Ellis Corporation and for sixteen months served as interim President and CEO. Mr. Hunt was selected to serve on our Board because of his government, public policy and major land use planning, entitlement and development experience. Michael Winer. Mr. Winer has been a member of our Board since 2009. Mr. Winer was employed by Third Avenue Management LLC (or its predecessor) from May 1994 through February 2018, where he was a senior member of the investment team. Mr. Winer managed the Third Avenue Real Estate Value Fund since its inception in 1998 and the Third Avenue Real Estate Opportunities Fund, L.P. since its inception in 2006. Mr. Winer retired from Third Avenue Management LLC in 2018. Since 2001, Mr. Winer has been a director of Tejon Ranch Company, a New York Stock Exchange listed company involved in real estate development and agribusiness. Mr. Winer currently serves as Chair of the Tejon Ranch Board’s Nominating and Corporate Governance Committee. He also serves on its Executive Committee, Audit Committee and Real Estate Committee and has previously served on its Compensation Committee. Prior to joining Third Avenue Management’s predecessor in 1994, Mr. Winer was Vice President of the Asset Sales Group for Cantor Fitzgerald, L.P. where he was responsible for evaluating and underwriting portfolios of distressed real estate loans. Prior to that, he was a First Vice President of Society for Savings, a Connecticut savings bank, and Director of Asset Management for Pioneer Mortgage, a financial institution, where he directed the workout, collection and liquidation of distressed real estate loan and asset portfolios. Earlier in his career, Mr. Winer was the Co-Founder and Chief Financial Officer of Winer-Greenwald Development, Inc., a California-based real estate development firm that specialized in the development, construction, ownership and management of commercial properties. Mr. Winer previously held executive positions at Pacific Scene, Inc. and The Hahn Company, both California-based real estate development firms. Mr. Winer began his career in public accounting with Deloitte & Touche LLP (formerly Touche Ross & Co.) where he specialized in real estate development companies. Mr. Winer serves on the Board of Trustees and is Vice Chairperson of the Future Citizens Foundation (dba The First Tee of Monterey County). Mr. Winer received a Bachelor of Science in Accounting from San Diego State University in 1978 and is a California Certified Public Accountant (inactive). Mr. Winer was selected to serve on our Board because of his vast investing, finance and development experience in our industry.

  11. COMPENSATION BEST PRACTICES

    | What We Do | What We Don't Do | | •Pay for performance •Limit the maximum payout opportunity under our annual incentive program •Link annual incentive compensation to the achievement of pre-established corporate and individual performance goals •Provide long-term compensation in the form of performance-based and time-based equity grants •Balance short-term and long-term incentives •Align elements of executive compensation with shareholder returns through long-term incentives •Use an appropriate peer group when establishing compensation •Conduct an annual compensation risk assessment of our compensation policies and practices •Use an independent compensation consultant •Maintain a compensation clawback policy | •Provide tax gross-ups for executive officer compensation •Provide extensive perquisites to our executive officers •Provide our executive officers with agreements, automatic salary increases, or guaranteed equity grants •Allow hedging or pledging by officers or directors •Provide pension arrangements or non-qualified deferred compensation arrangements |

  12. Peer Group and Competitive Positioning

    Peer Group and Competitive Positioning The Compensation Committee, with input and recommendations from the Company’s independent compensation consultant, establishes the Company’s peer group on an annual basis. The Compensation Committee uses the peer group for purposes of setting executive compensation and general comparison purposes. The Compensation Committee recognizes that the Company does not have a publicly traded direct business competitor, so the peer group comprises companies selected on various criteria including criteria recommended by the independent compensation consultant, including size, industry, assets, and total capitalization. Ferguson evaluates the continued appropriateness of each company in the peer group on an annual basis and recommends to the Compensation Committee additions and/or deletions from the prior year’s peer group as may be warranted. The 2023 peer group consisted of the following real estate companies and homebuilders:

  13. Peer Group and Competitive Positioning

    | Peers | Headquarters | | Alexander & Baldwin, Inc. | Honolulu, HI | | American Assets Trust, Inc. | San Diego, CA | | Beazer Homes USA, Inc. | Atlanta, GA | | Century Communities, Inc. | Greenwood Village, CO | | Forestar Group Inc. | Arlington, TX | | Hovnanian Enterprises, Inc. | Matawan, NJ | | JBG SMITH Properties | Bethesda, MD | | KB Home | Los Angeles, CA | | Kennedy-Wilson Holdings, Inc. | Beverly Hills, CA | | Kilroy Realty Corporation | Los Angeles, CA | | LGI Homes, Inc. | The Woodlands, TX | | M.D.C. Holdings, Inc. | Denver, CO | | M/I Homes, Inc. | Columbus, OH | | Meritage Homes Corporation | Scottsdale, AZ | | Taylor Morrison Home Corporation | Scottsdale, AZ | | Tejon Ranch Co. | Lebec, CA | | Terreno Realty Corporation | Bellevue, WA | | The Howard Hughes Corporation | Dallas, TX | | The St. Joe Company | Panama City Beach, FL | | Tri Pointe Homes, Inc. | Incline Village, NV |

  14. Peer Group and Competitive Positioning

    In order to assist the Compensation Committee in its determination of executive compensation, the Company’s independent compensation consultant prepares an independent analysis of key size and performance indicators such as market capitalization and total shareholder return compared to the companies in our peer group. This analysis is provided to the Compensation Committee, so it has sufficient information on the competitiveness of pay in the context of our performance compared with that of our peers. Ferguson also evaluates the compensation paid to our NEOs and to our non-employee directors compared to comparable positions within our peer group and delivers this analysis to the Compensation Committee. This analysis compares base salary, total annual cash compensation, long-term equity incentive awards and total compensation to compensation components of companies in our peer group and provides general guidance for future compensation levels. While the Compensation Committee uses this analysis to help frame its decisions on compensation, it uses its collective judgment in determining executive compensation. The Compensation Committee does not target a specific market position relative to our peer group for the compensation elements of executive officers but seeks to pay competitively and takes into consideration the relative positioning compared to our peer group in making compensation decisions. The Compensation Committee exercises discretion in making compensation decisions based on the following inputs: its understanding of market conditions, its understanding of competitive pay analysis, recommendations from the Chief Executive Officer regarding the executive officers, the need to retain executive talent, the Compensation Committee’s overall evaluation of each executive’s performance, and our overall compensation strategy, among other factors.

  15. Pay Mix

    Pay Mix The majority of our executive officer pay is typically performance-based, with the largest elements of 2023 compensation based on annual incentive plan performance objectives and three-year performance-based equity incentives, other than for our Chief Financial Officer, Mr. Tobler, who was appointed in September 2023 and did not receive any equity grants in 2023. The following snapshot details the 2023 CEO pay mix, average NEO (excluding the CEO and our current CFO) pay mix, and average pay mix for all NEOs together (excluding our current CFO). Mr. Tobler was appointed CFO in September 2023 and is not included either in the tables below or in certain other sections of this Compensation Discussion and Analysis relating to incentive and equity compensation, as he was not a participant in the annual incentive and equity award plans implemented by the Compensation Committee in 2023. Mr. Tobler will participate in such plans in 2024 along with the other NEOs.

  16. 2023 Compensation Program Changes

    2023 Compensation Program Changes We made a number of changes to our 2023 compensation program for our NEOs. Highlights of the 2023 program include the following elements: •Base salaries remained unchanged other than a 27% increase in base salary for Kim Tobler following his appointment as our Chief Financial Officer; •Equity awards to all NEOs (other than our current CFO, who was appointed in September 2023) were comprised of a mix of performance-based (70%) and time-based (30%) awards; •Performance-based equity awards were split between share price target awards (~60%) and strategic milestone (~40%) awards; •Time-based awards will vest over three years and there will be a three-year measurement period for performance-based awards; •Annual incentive compensation for NEOs (other than our current CFO, who was appointed in September 2023) was based on achievement of a combination of objective corporate financial and operational metrics (70%) and subjective individual and business unit-specific goals (30%); and •All incentive compensation and equity awards were linearly prorated between achievement levels but were subject to caps on maximum vesting and payout.

  17. PRIMARY ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    PRIMARY ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM Our executive compensation program is designed to retain and motivate our executive officers, each of whom is critical to the Company’s continued success and growth. The primary elements of our executive compensation program are base salary, annual cash incentive compensation, and long-term equity incentive compensation. These elements were selected by the Compensation Committee because each element is important in meeting one or more of our executive compensation principles, including the three core principles discussed above. Our 2023 long-term incentive equity awards program consisted of time-based and performance-based restricted share units for our NEOs. Our current CFO was appointed in September 2023 and did not receive any equity awards in 2023. We feel this compensation package is appropriately tied to our Company’s performance while also rewarding both short-term and long-term performance in a manner that encourages retention of our NEOs. With these objectives in mind, we attempt to set realistic but challenging goals in our annual incentive and performance-based long-term incentive programs. We evaluate the various components of compensation annually and do not set fixed percentages for each element of compensation. The total composition of compensation elements may change over time as the competitive market evolves, or other market conditions that affect us change. We do not have, and do not anticipate establishing, any policies for allocating between long-term and currently paid compensation, or between cash and non-cash compensation. Part of our compensation determination process includes assessing the appropriate allocation between these elements of compensation on a periodic basis and adjusting our position based on market conditions and our business strategy.

  18. Base Salary

    Base Salary Base salary is the fixed portion of the total compensation package for our executive officers, including our NEOs. The base salary for each NEO is determined by the Compensation Committee pursuant to the process discussed above. The base salary paid to our executive officers is generally intended to compensate executives for their qualifications and the value of their performance in a competitive market. The Compensation Committee does not target a specific market position relative to the peer group for base salary, but it seeks to pay competitively in comparison to the Company’s peer group. In reaching decisions with respect to base salary, the Compensation Committee considers various factors, including peer group data for each NEO’s position, the need to retain the executive, and an assessment of the executive officer’s contributions to the Company’s performance. The Compensation Committee reviews each executive’s salary and performance every year to determine whether his base salary should be adjusted. 2023 Base Salaries Based on the Compensation Committee’s review and consideration of the materials provided by Ferguson and the competitive positioning of our executives’ salaries compared to our peer group, the Compensation Committee approved the salary levels set forth below for our NEOs.

  19. Annual Incentive Awards

    Annual Incentive Awards The annual incentive awards available to our executive officers are intended to reward executives for the achievement of annual goals related to key business drivers, and to communicate to executives the key business goals of the Company from year to year. In general, the Compensation Committee makes annual incentive awards for our executive officers based on company and individual performance. The Compensation Committee retains discretion to adjust individual performance goals and to reward executive officers for individual achievement not reflected in the performance measures. 2023 Annual Incentive Awards For 2023, the Compensation Committee established annual incentive awards based upon the achievement of corporate performance goals and individual performance goals. For each NEO (other than our new CFO), the Compensation Committee also determined the relative weighting of corporate versus individual performance goals. For 2023, the relative weighting for each NEO’s annual incentive award was as follows:

  20. Annual Incentive Awards

    | Officer | Corporate Performance Goals | Individual Performance Goals | | Daniel Hedigan | 70% | 30% | | Michael Alvarado | 70% | 30% | | Greg McWilliams | 70% | 30% | | Leo Kij | 70% | 30% |

  21. Annual Incentive Awards

    The corporate performance goals were based on the following measures:

  22. Annual Incentive Awards

    | Metric | Description | | Execution on the Company's 2023 business plan ("Business Plan") | •To be determined by the Compensation Committee based on achievement of adjusted cash flow target levels included within the Business Plan. •Adjusted cash flow is calculated as the net increase (or decrease) in cash, cash equivalents and restricted cash, excluding payments related to interest on our senior notes and revolving credit facility, related party reimbursement obligations, and tax distributions. •Tracks key metrics to ensure Business Plan objectives are achieved. | | Reduction in modified SG&A expense | •Year-over-year reduction in the Company's SG&A expenses, excluding any allocation for capitalized labor or management services. •Critical factor in right-sizing Company operations and enables investors to analyze how effectively management operates the business. | | Extension of revolving credit facility | •Dependent upon securing a maturity date extension and the capacity of the revolving credit facility after extension. •Ensures ongoing access to liquidity to preserve flexibility. | | Achieving certain legislative and regulatory approvals with respect to our project in San Francisco | •Regulatory approvals are critical to future development of our Candlestick and San Francisco Shipyard communities. | | Achieving certain legislative and regulatory approvals with respect to our project in Valencia | •Regulatory approvals are critical to future development of our Valencia community. |

  23. Annual Incentive Awards

    For 2023, the Compensation Committee established the achievement levels for the corporate performance goals, which generally consisted of threshold, target and maximum levels. The threshold performance levels were designed to be reasonably achievable, yet uncertain under expected market and business conditions at the time of grant. Target performance levels were designed to require significant management effort to achieve, and maximum performance levels were designed to be measurably more difficult to achieve than target performance levels. Performance at the threshold and maximum performance thresholds result in payment at 50% and 150%, respectively, of the target compensation amount. The relative weight of each of the corporate performance goals for the NEOs varied. The chart shows actual performance against the performance goals.

  24. Annual Incentive Awards

    | Metric | Achievement Level | | Execution on adjusted cash flow targets within the Business Plan | Max | | Reduction in modified SG&A expense | Max | | Extension of maturity date of revolving credit facility | Target | | Achieving certain legislative and regulatory approvals with respect to our project in San Francisco | Target | | Achieving certain legislative and regulatory approvals with respect to our project in Valencia | Not Achieved |

  25. Annual Incentive Awards

    The two most impactful metrics on 2023 annual incentive compensation were the reduction in modified SG&A expense and meeting the Business Plan adjusted cash flow achievement levels. Modified SG&A expense, a non-GAAP financial measure, is calculated as total SG&A expenses, excluding any allocation for capitalized labor or management services. There was no threshold level for this metric, the target and maximum achievement levels for modified SG&A expense were $68.5 million and $65.1 million, respectively, and the actual modified SG&A expense was $60.4 million. Adjusted cash flow, a non-GAAP financial measure, is calculated as the net increase (or decrease) in cash, cash equivalents and restricted cash, excluding payments related to interest on our senior notes and revolving credit facility, related party reimbursement obligations, and tax distributions. The threshold, target and maximum achievement levels for adjusted cash flow were $70.0 million, $195.0 million, and $220.0 million, respectively, and the actual adjusted cash flow was $281.6 million. For 2023, the Compensation Committee also established individual performance goals for the executive officers (other than our current Chief Financial Officer, who was appointed in September 2023) based on recommendations from the Chief Executive Officer. The Compensation Committee evaluates the individual performance for the Chief Executive Officer and the NEOs in making its determination of annual incentive payouts. Highlights of the individual performance goals achieved for each applicable NEO include:

  26. Annual Incentive Awards

    | Daniel Hedigan | •Oversaw successful execution on the Business Plan. •Completed a transition to our new Chief Financial Officer and consolidation of accounting and finance functions. •Collaborated with our guest homebuilders to enhance product designs to increase residual land values. •Strengthened commercial land program through strategic utilization of internal and external resources. •Increased accountability for project leaders and ensured adherence to budgets and execution of key initiatives. | | Michael Alvarado | •Managed execution of commercial land sales. •Ensured ongoing compliance with internal policies and procedures, as well as external regulatory requirements. •Successfully obtained and/or negotiated favorable judgments and settlements of litigation matters. •Managed corporate legal, risk, and HR expenses to nearly 20% under budget in the aggregate. •Advanced initiatives related to adoption of local ordinances. | | Greg McWilliams | •Led efforts related to environmental and other legislative initiatives. •Garnered support for important local regulatory matters. •Managed relationships with key public partners. | | Leo Kij | •Initiated development of project pro forma process and tracking system. •Started development of improved construction budgeting process. •Managed corporate expenses to approximately 12% under budget. •Initiated creation of budget status tracker tools to ensure adherence to departmental budgets. |

  27. Annual Incentive Awards

    The relative weight of each of the individual performance goals for the NEOs varied; however, no single individual goal was material to the committee’s decisions. Rather, the Compensation Committee considered each executive’s performance against the overall individual goals and the Chief Executive Officer’s assessment of each executive’s overall performance. Based on competitive market practices for annual incentives and our compensation strategy, the Compensation Committee set a target award opportunity for each of our executive officers. The target represents the amount of incentive compensation the executive officer would recognize when corporate and individual performance meet expected results, or are on “target.” The table below reflects the payout as a percentage of the target incentive compensation for each executive officer for 2023. Maximum performance is capped at 150% of the target compensation amount, and certain portions of incentive compensation payments are determined by linear interpolation when performance occurs between the payout levels described below. If the executive officer’s performance is below threshold in all applicable corporate and individual performance measures, no annual incentive compensation would be payable. The Compensation Committee did not establish individual performance goals for Mr. Tobler following his appointment as Chief Financial Officer in September 2023, and his bonus for 2023 was determined at the discretion of the Compensation Committee. Mr. Tobler will participate in the annual incentive awards plan in 2024.

  28. Annual Incentive Awards

    | Officer | Threshold 50% | Target 100% | Max 150% | | Daniel Hedigan | $900,000 | $1,800,000 | $2,700,000 | | Michael Alvarado | $700,000 | $1,400,000 | $2,100,000 | | Greg McWilliams | $500,000 | $1,000,000 | $1,500,000 | | Leo Kij | $200,000 | $400,000 | $600,000 |

  29. 2023 Annual Incentive Results

    2023 Annual Incentive Results Based on the Compensation Committee’s assessment of the NEOs’ achievement of the corporate and individual performance goals, and using linear interpolation, the following payouts were approved by the Compensation Committee to the NEOs:

  30. 2023 Annual Incentive Results

    | Officer | 2023 Incentive Target ($) | 2023 Incentive Payout (% of Target) | 2023 Incentive Payout ($) | | Daniel Hedigan | $1,800,000 | 125% | $2,250,000 | | Michael Alvarado | $1,400,000 | 120% | $1,680,000 | | Greg McWilliams | $1,000,000 | 108% | $1,075,000 | | Leo Kij | $400,000 | 100% | $400,000 |

  31. Long-Term Incentive and Equity Awards

    Long-Term Incentive and Equity Awards The Compensation Committee designed the Company’s long-term incentive program and grant of equity awards to align the interests of our executive officers with the interests of our shareholders and to reward the executive officers for the achievement of long-term goals. Our long-term incentive and equity award program is critical to the attraction and retention of key executive talent and therefore represents a significant portion of the executive officers’ total direct compensation. The Five Point Holdings, LLC 2023 Incentive Award Plan (the "Incentive Award Plan") serves as the governing document for long-term incentive and equity awards for our executive officers. The Compensation Committee does not target a specific market position relative to the peer group for long-term and equity incentive awards but seeks to pay competitively and in line with the Company’s peer group. The Compensation Committee considers the relative positioning of the Company compared to the peer group in establishing the range of possible payouts under the Incentive Award Plan. In making its determination on what type of awards to grant, the Compensation Committee considers the following: •Peer group compensation, including the components of compensation and the total direct compensation paid to executives of peer group companies; •General trends in long-term incentive and equity grants; and •The effect of having the NEOs receive a significant portion of their total direct compensation in equity awards to motivate and provide an incentive for these officers and to align their interests with those of our shareholders.

  32. 2023 Long-Term Incentive and Equity Awards Program Design

    2023 Long-Term Incentive and Equity Awards Program Design The 2023 long-term incentive and equity program comprised a combination of time-based and performance-based restricted share units. The performance-based restricted share units (“PSUs”) were comprised of both strategic milestone-based and share price-based awards. The allocation between each type of equity award was determined by the Compensation Committee based on input from Ferguson and our Chief Executive Officer (other than with respect to his own award). Based on competitive market practices for long-term incentive and equity awards, and our compensation strategy, the Compensation Committee approved equity awards for each executive officer for the fiscal year 2023 based on the values set forth in the tables below. The number of shares awarded was determined based on the closing price of the Company’s Class A common shares on the grant date. Information regarding the equity awards made to the NEOs is set forth in the Grants of Plan-Based Awards in 2023 table of this proxy statement.

  33. 2023 Long-Term Incentive and Equity Awards Program Design

    | Officer | 2023 Time-Based Restricted Share Units ($) | 2023 Performance-Based Restricted Share Units Target Grant ($) | Total Target Grant ($) | | Daniel Hedigan | $660,000 | $1,540,000 | $2,200,000 | | Michael Alvarado | $600,000 | $1,400,000 | $2,000,000 | | Greg McWilliams | $450,000 | $1,050,000 | $1,500,000 | | Leo Kij | $180,000 | $420,000 | $600,000 |

  34. Time-Based Restricted Share Units

    Time-Based Restricted Share Units The Compensation Committee chose to award time-based restricted share units ("RSUs") to our NEOs because they provide meaningful retentive values and are cost efficient. The RSUs vest over three years on the first, second and third anniversary of the grant date, so long as each NEO remains employed by the Company.

  35. Performance-Based Restricted Share Units

    Performance-Based Restricted Share Units PSUs were granted to each NEO other than our current CFO. The Compensation Committee chose to grant PSUs in order to motivate executives to achieve long-term strategic goals and to create long-term shareholder value as measured by increases in our share price. The extent to which PSU awards will vest is contingent upon the satisfaction of performance objectives established when granted. Performance goals for the PSU awards are established by the Compensation Committee. The PSUs granted during 2023 were comprised of both strategic milestone-based awards and share price-based awards. All of the PSUs vest after a three-year performance period, if at all, and are payable in our Class A common shares based on the number of PSUs that actually vest. For the share price-based PSUs, the performance goals are predicated solely on price targets for our Class A Common Shares. The threshold share price level is $3.30 per share and the target share price level is $6.30 per share. Threshold level achievement will result in vesting of 33% of the PSUs and target level achievement (and above) will result in vesting of 100% of the PSUs. There is no achievement level beyond target. Linear interpolation will apply to achievement between the threshold and target levels. Actual performance will be measured using the average closing price of our Class A Common Shares over the 20 trading days prior to March 9, 2026. For the strategic milestone-based PSUs, the performance goals are predicated on the achievement of certain strategic milestones prior to March 9, 2026, including (i) successfully addressing our senior notes that were due 2025, including (but not limited to) complete or partial debt paydown, complete or partial debt refinance, and/or modification or extension of some or all of the senior notes, (ii) initiating land development activities at our Candlestick community, and (iii) obtaining certain legislative and regulatory approvals with respect to our projects. The threshold achievement level will be reached if one of the three strategic milestones is achieved and will result in vesting of 33% of the PSUs. The midpoint achievement level will be reached if two of the three strategic milestones are achieved and will result in vesting of 67% of the PSUs. The target achievement level will be reached if all three strategic milestones are achieved and will result in vesting of 100% of the PSUs. There is no achievement level beyond target.

  36. Dividends

    Dividends Our NEOs are eligible to receive dividends on unvested restricted share awards and to accumulate dividend equivalents that are paid in cash upon vesting of RSUs and PSUs. No dividends were paid by the Company in 2023.

  37. Post Employment Compensation

    Post Employment Compensation Severance and change of control benefits are provided to Messrs. Hedigan, Alvarado and McWilliams pursuant to the terms of our Senior Management Severance and Change in Control Plan. These benefits are discussed at greater length in the section “Potential Payments Upon a Change in Control and/or Termination” of this proxy statement.

  38. Summary Compensation Table

    Summary Compensation Table

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation (3) | Total | | Daniel Hedigan, | 2023 | $600,000 | $— | $1,098,026 | $2,250,000 | $7,516 | $3,955,542 | | Chief Executive Officer | 2022 | 526,154 | — | 800,000 | 1,600,000 | 6,329 | 2,932,483 | | Michael Alvarado, | 2023 | 550,000 | — | 998,205 | 1,680,000 | 24,634 | 3,252,839 | | Chief Operating Officer and Chief Legal Officer | 2022 | 550,000 | — | 604,166 | 1,700,000 | 25,951 | 2,880,117 | | | 2021 | 550,000 | 1,200,000 | 1,907,141 | — | 23,344 | 3,680,485 | | Greg McWilliams, | 2023 | 500,000 | — | 748,653 | 1,075,000 | 11,747 | 2,335,400 | | Chief Policy Officer | 2022 | 500,000 | — | 517,856 | 1,025,000 | 11,640 | 2,054,496 | | | 2021 | 500,000 | 1,200,000 | 1,907,141 | — | 10,344 | 3,617,485 | | Kim Tobler, | 2023 | 292,308 | 500,000 | — | — | 7,557 | 799,865 | | Chief Financial Officer and Treasurer | | | | | | | | | Leo Kij, | 2023 | 275,000 | — | 299,460 | 400,000 | 11,370 | 985,830 | | VP — Finance and Reporting and Former Interim Chief Financial Officer | 2022 | 275,000 | — | 207,142 | 552,000 | 12,528 | 1,046,670 |

  40. Summary Compensation Table

    (1) Represents discretionary bonuses paid to our NEOs in the applicable year. Mr. Tobler was appointed CFO in September 2023, and his annual bonus for 2023 was determined at the discretion of the Compensation Committee. (2) The amounts reported in the "Stock Awards" column represent the aggregate grant date fair value of equity awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation—Stock Compensation ("ASC Topic 718"). The valuation assumptions are further described in Note 16, "Share-Based Compensation," in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023. Equity award amounts for 2023 were comprised of RSUs and PSUs granted in March 2023 and June 2023. The PSUs were comprised of both share-price based awards and strategic milestone-based awards. The grant-date fair value of the share price-based PSUs was estimated using a Monte Carlo valuation model. The model incorporates assumptions related to the expected volatility of our share price and risk free interest rates. The grant-date fair value of the strategic milestone-based awards was calculated using the fair market value of our Class A Common Stock on the date of grant as adjusted by the estimated probable outcome of the applicable performance conditions, which were determined to be not probable at the time of grant and therefore no value was assigned to the awards. The grant date fair value for the 2023 share price-based awards, the performance objectives for which are market conditions, as determined under the Monte Carlo valuation model is as follows: Mr. Hedigan: $438,026; Mr. Alvarado: $398,206; Mr. McWilliams: $298,654; and Mr. Kij: $119,462. The value of the 2023 strategic milestone-based awards at the grant date assuming achievement at the highest level of performance conditions are as follows: Mr. Hedigan: $707,354; Mr. Alvarado: $643,049; Mr. McWilliams: $482,288; and Mr. Kij: $192,914. The grant-date fair value of the PSUs granted in 2022 was estimated using a Monte Carlo valuation model. Expected volatility was 54.54% and was calculated based on the historical volatility of the Company's common stock using daily share price returns over a three-year lookback period from the date of grant. The risk-free interest rate was 3.72% and was based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. Equity award amounts for 2022 were comprised of restricted shares granted in February 2022 and PSUs granted in 2022. Equity award amounts for 2021 are comprised of restricted shares granted in September 2021. (3) Includes 401(k) matching contributions, life insurance premiums, and an auto allowance to the extent such allowance exceeded $10,000. The following table sets forth summary information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2023. Mr. Tobler did not receive any plan-based awards during 2023 and is not included in the table.

  41. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023

  42. Grants of Plan-Based Awards for 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(4) | Maximum (#) | | | | Daniel Hedigan | | | | | | | | | | | PSU (Share Price) (5) | 3/9/2023 | $— | $— | $— | 111,982 | 335,948 | — | — | $372,902 | | PSU (Share Price) (5)(6) | 6/8/2023 | — | — | — | 19,556 | 58,670 | — | — | 65,124 | | PSU (Strategic Milestone) (7) | 6/8/2023 | — | — | — | 98,654 | 295,964 | — | — | — | | RSU | 3/9/2023 | — | — | — | — | — | — | 295,964 | 660,000 | | Annual Incentive Plan | 3/1/2023 | 900,000 | 1,800,000 | 2,700,000 | — | — | — | — | — | | Mike Alvarado | | | | | | | | | | | PSU (Share Price) (5) | 3/9/2023 | — | — | — | 119,581 | 358,744 | — | — | 398,206 | | PSU (Strategic Milestone) (7) | 6/8/2023 | — | — | — | 89,686 | 269,058 | — | — | — | | RSU | 3/9/2023 | — | — | — | — | — | — | 269,058 | 600,000 | | Annual Incentive Plan | 3/1/2023 | 700,000 | 1,400,000 | 2,100,000 | — | — | — | — | — | | Greg McWilliams | | | | | | | | | | | PSU (Share Price)(5) | 3/9/2023 | — | — | — | 89,686 | 269,058 | — | — | 298,654 | | PSU (Strategic Milestone) (7) | 6/8/2023 | — | — | — | 67,264 | 201,794 | — | — | — | | RSU | 3/9/2023 | — | — | — | — | — | — | 201,793 | 450,000 | | Annual Incentive Plan | 3/1/2023 | 500,000 | 1,000,000 | 1,500,000 | — | — | — | — | — | | Leo Kij | | | | | | | | | | | PSU (Share Price)(5) | 3/9/2023 | — | — | — | 35,874 | 107,623 | — | — | 119,462 | | PSU (Strategic Milestone) (7) | 6/8/2023 | — | — | — | 26,905 | 80,717 | — | — | — | | RSU | 3/9/2023 | — | — | — | — | — | — | 80,717 | 180,000 | | Annual Incentive Plan | 3/1/2023 | 200,000 | 400,000 | 600,000 | — | — | — | — | — |

  43. Grants of Plan-Based Awards for 2023

    (1) The amounts shown in these columns reflect the threshold, target and maximum payment levels for annual cash incentive payments for 2023. The actual payments received by each of the named executive officers for performance in 2023 are reflected in the Summary Compensation Table. (2) Represents RSUs that vest over three years on the first, second and third anniversary of the grant date, so long as the NEO remains employed by the Company. (3) Represents the grant date fair value of the awards granted in 2023. In accordance with SEC rules, this column reflects the aggregate fair value of the awards computed as of the applicable grant date in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. This amount does not reflect the actual economic value that will be realized by the NEOs upon the vesting or exercise of the awards or the sale of the common stock underlying such awards. For additional information about the determination of the grant date fair value of the awards granted to the NEOs, see footnote 2 to the Summary Compensation Table. (4) The target level for the PSU (Share Price) and PSU (Strategic Milestone) awards granted in 2023 represents the maximum amount that may be obtained. (5) Represents PSUs that vest, if at all, after three years, subject to the achievement of share price-based performance conditions. The threshold share price level is $3.30 per share and the target share price level is $6.30 per share. Threshold level achievement will result in vesting of 33% of the PSUs and target level achievement (and above) will result in vesting of 100% of the PSUs. There is no achievement level beyond target. Linear interpolation will apply to achievement between the threshold and target levels. Actual performance will be measured using the average closing price of our Class A Common Shares over the 20 trading days prior to March 9, 2026. The PSUs are payable in our Class A common shares based on the number of PSUs that actually vest. (6) Represents a grant that replaced a portion of the award originally granted March 9, 2023 that was rescinded and canceled not for value by the Compensation Committee in April 2023. The number of shares, vesting terms and grant date fair values of the cancelled award and the re-granted award were identical. (7) Reflects PSUs that will vest after three years, subject to the achievement of certain strategic milestone performance goals prior to March 9, 2026, including (i) successfully addressing our senior notes that were due 2025, including (but not limited to) complete or partial debt paydown, complete or partial debt refinance, and/or modification or extension of some or all of the senior notes, (ii) initiating land development activities at our Candlestick community, and (iii) obtaining certain legislative and regulatory approvals with respect to our projects. The threshold achievement level will be reached if one of the three strategic milestones is achieved and will result in vesting of 33% of the PSUs. The midpoint achievement level will be reached if two of the three strategic milestones are achieved and will result in vesting of 67% of the PSUs. The target achievement level will be reached if all three strategic milestones are achieved and will result in vesting of 100% of the PSUs. There is no achievement level beyond target. The PSUs are payable in our Class A common shares based on the number of PSUs that actually vest. These PSUs represent grants that replaced awards originally granted March 9, 2023 that were rescinded and canceled not for value by the Compensation Committee in April 2023. In accordance with ASC Topic 718, no value was assigned to either the cancelled awards or the re-granted awards at the time of grant (see footnote 3 for more information). The number of shares and vesting terms of both the cancelled awards and the re-granted awards were identical.

  44. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth equity awards held by the NEOs as of December 31, 2023. Mr. Tobler did not hold any outstanding equity awards as of December 31, 2023.

  45. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units that Have Not Vested | Market Value of Shares or Units that Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (1) | | Daniel Hedigan | 67,797(2) | $208,137 | — | $— | | | — | — | 295,964(4) | 908,609 | | | — | — | 394,618(9) | 1,211,477 | | | — | — | 295,964(10) | 908,609 | | Michael Alvarado | 79,365(3) | 243,651 | — | — | | | — | — | 269,058(5) | 826,008 | | | — | — | 520,833(8) | 1,598,957 | | | — | — | 358,744(9) | 1,101,344 | | | — | — | 269,058(10) | 826,008 | | Greg McWilliams | 79,365(3) | 243,651 | — | — | | | — | — | 201,793(6) | 619,505 | | | — | — | 446,428(8) | 1,370,534 | | | — | — | 269,058(9) | 826,008 | | | — | — | 201,794(10) | 619,508 | | Leo Kij | — | — | 80,717(7) | 247,801 | | | — | — | 178,571(8) | 548,213 | | | — | — | 107,623(9) | 330,403 | | | — | — | 80,717(10) | 247,801 |

  46. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) Based on the $3.07 per share closing price of our Class A common shares on December 29, 2023, the last trading day of 2023. (2) Reflects time-based vesting restricted share awards that vested on February 9, 2024. (3) Reflects time-based vesting restricted share awards that vested on January 15, 2024. (4) Reflects time-based vesting restricted share unit awards that vest as follows: 98,654 shares vested on March 9, 2024, and 98,654 and 98,656 shares will vest on March 9, 2025 and March 9, 2026, respectively. (5) Reflects time-based vesting restricted share unit awards that vest as follows: 89,686 shares vested on March 9, 2024, and 89,686 shares will vest on each of March 9, 2025 and March 9, 2026. (6) Reflects time-based vesting restricted share unit awards that vest as follows: 67,264 shares vested on March 9, 2024, and 67,264 and 67,265 shares will vest on March 9, 2025 and March 9, 2026, respectively. (7) Reflects time-based vesting restricted share unit awards that vest as follows: 26,905 shares vested on March 9, 2024, and 26,905 and 26,907 shares will vest on March 9, 2025 and March 9, 2026, respectively. (8) Reflects performance-based vesting restricted share unit awards granted to the NEOs in September 2022 based on target performance. The performance-based vesting awards will vest after three years, subject to the achievement of share price-based performance conditions. In the event of a change in control, the performance-based restricted share unit awards will vest at the greater of target or actual performance if not assumed or substituted and, if assumed or substituted, will convert into purely time-based awards at the target level of performance. Threshold and target performance levels were established for the restricted share unit awards, which correlate to vesting of 33% and 100% of the target restricted share units. (9) Reflects PSUs granted to the NEOs in March 2023 and June 2023 based on target performance. The PSUs will vest after three years, subject to the achievement of share price-based performance conditions. In the event of a change in control, the performance-based restricted share unit awards will vest at the greater of target or actual performance if not assumed or substituted and, if assumed or substituted, will convert into purely time-based awards at the target level of performance. The threshold share price level is $3.30 per share and the target share price level is $6.30 per share. Threshold level achievement will result in vesting of 33% of the PSUs and target level achievement (and above) will result in vesting of 100% of the PSUs. There is no achievement level beyond target. Linear interpolation will apply to achievement between the threshold and target levels. Actual performance will be measured using the average closing price of our Class A Common Shares over the 20 trading days prior to March 9, 2026. The PSUs are payable in our Class A common shares based on the number of PSUs that actually vest. (10) Reflects PSUs granted to the NEOs in June 2023 based on target performance. The PSUs awards will vest after three years, subject to the achievement of certain strategic milestone performance goals. prior to March 9, 2026, including (i) successfully addressing our senior notes that were due 2025, including (but not limited to) complete or partial debt paydown, complete or partial debt refinance, and/or modification or extension of some or all of the senior notes, (ii) initiating land development activities at our Candlestick community, and (iii) obtaining certain legislative and regulatory approvals with respect to our projects. The threshold achievement level will be reached if one of the three strategic milestones is achieved and will result in vesting of 33% of the PSUs. The midpoint achievement level will be reached if two of the three strategic milestones are achieved and will result in vesting of 67% of the PSUs. The target achievement level will be reached if all three strategic milestones are achieved and will result in vesting of 100% of the PSUs. There is no achievement level beyond target. In the event of a change in control, the performance-based restricted share unit awards will vest at the greater of target or actual performance if not assumed or substituted and, if assumed or substituted, will convert into purely time-based awards at the target level of performance. The PSUs are payable in our Class A common shares based on the number of PSUs that actually vest.

  47. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Five Point Holdings, LLC Senior Management Severance and Change in Control Plan (the "Severance Plan") provides severance benefits upon a qualifying termination of employment (a termination by the Company without "Cause," a termination by reason of death, "Disability" or "Retirement" or, in some circumstances, a termination by the participant for "Good Reason," as all such terms are defined in the Severance Plan). Messrs. Hedigan, Alvarado and McWilliams participate in the Severance Plan. Upon termination by the Company without Cause more than two years after and not less than six months before the consummation of a transaction that constitutes a "Change in Control" within the meaning of the Severance Plan, a participant is entitled to the following benefits, subject to execution of a release of claims against the Company: •a lump sum cash payment equal to 1-½ times (2 times in the case of the CEO) the sum of the participant’s base salary and the average of the annual bonus payable in respect of the three calendar years (or, if less, for all calendar years of employment) preceding the date of termination; •a lump sum cash payment equal to the participant's pro-rata annual bonus at target for the year of termination; and •continued health, dental and vision benefits at the cost provided to active employees for one year (two years in the case of the CEO). If such a qualifying termination occurs (or a termination by the participant for Good Reason occurs) within two years following a Change in Control (or within six months preceding a Change in Control where the termination occurs at the request of or by reason of circumstances requested by a potential acquirer), the severance multiple described in the first bullet above would be three for the CEO and two for all other participants. Upon a termination by reason of death, disability or retirement (subject, in the case of retirement, to execution of a release of claims against the Company), a participant is entitled receive a lump sum cash payment equal to the participant's pro-rata annual bonus at target for the year of termination. The Severance Plan provides that if a participant receives any amount, whether under the Severance Plan or otherwise, that is subject to the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, the amount of the payments to be made to the participant will be reduced to the extent necessary to avoid imposition of the excise tax, but only if the net amount of the reduced payments exceeds the net amount that the participant would receive following imposition of the excise tax and all income and related taxes. The following table estimates the payments required to be made to each NEO in connection with (i) a termination of employment upon specified events or (ii) a change in control, assuming in each case a $3.07 per share price for the Company’s common shares, which represents the closing market price on December 29, 2023, the final trading day of 2023. The amounts shown also assume that the termination or change in control was effective December 31, 2023, and thus reflect (i) the amounts payable under the Severance Plan to Messrs. Hedigan, Alvarado and McWilliams and (ii) the value associated with accelerated vesting of unvested awards held by the NEOs. The amounts shown do not reflect, however, any changes to NEO compensation that became effective in 2024 or equity that either was granted or vested following December 31, 2023. Mr. Tobler is not included in the table because, as of December 31, 2023, he was not covered by the Severance Plan and did not hold any unvested awards. The actual amounts paid can only be determined at the time of the termination of the NEO’s employment or a change in control. The terms “Cause,” “Good Reason,” “Change in Control,” “Disability” and "Retirement" have the meanings set forth in the Severance Plan and the Incentive Award Plan and related award agreements, as applicable.

  48. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  49. Potential Payments upon Termination or Change in Control

    | Name and Event | Cash Severance ($) | Annual Cash Incentive Severance ($) | Benefit Continuation ($) (1) | Acceleration of Equity Awards ($) (2)(3) | Total ($) | | Daniel Hedigan | | | | | | | Termination without Cause | $5,050,000 | $1,800,000 | $48,056 | $3,236,832 | $10,134,888 | | Termination without Cause or for Good Reason with a Change in Control | 7,575,000 | 1,800,000 | 48,056 | 3,236,832 | 12,659,888 | | Termination due to Death or Disability | — | 1,800,000 | — | 3,236,832 | 5,036,832 | | Michael Alvarado | | | | | | | Termination without Cause | 3,115,000 | 1,400,000 | 30,354 | 4,595,968 | 9,141,322 | | Termination without Cause or for Good Reason with a Change in Control | 4,153,333 | 1,400,000 | 30,354 | 4,595,968 | 10,179,655 | | Termination due to Death or Disability | — | 1,400,000 | — | 4,595,968 | 5,995,968 | | Greg McWilliams | | | | | | | Termination without Cause | 2,400,000 | 1,000,000 | 24,028 | 3,679,206 | 7,103,234 | | Termination without Cause or for Good Reason with a Change in Control | 3,200,000 | 1,000,000 | 24,028 | 3,679,206 | 7,903,234 | | Termination due to Death or Disability | — | 1,000,000 | — | 3,679,206 | 4,679,206 | | Retirement | — | 1,000,000 | — | — | 1,000,000 | | Leo Kij | | | | | | | Termination without Cause | — | — | — | 1,374,218 | 1,374,218 | | Termination without Cause or for Good Reason with a Change in Control | — | — | — | 1,374,218 | 1,374,218 | | Termination due to Death or Disability | — | — | — | 1,374,218 | 1,374,218 |

  50. Potential Payments upon Termination or Change in Control

    (1) Represents the current cost of Company health and welfare plans times the applicable multiplier. (2) Awards were valued based on the $3.07 per share closing price of our Class A common shares on December 29, 2023. Performance awards were assumed to vest at "target" levels. (3) Reflects the value of the RSUs or PSUs that would vest under the applicable circumstances. For purposes of the calculations, all PSUs have been assumed to vest at the “target” level of performance in connection with the applicable scenario.The terms of acceleration of vesting for any unvested RSUs or PSUs are set forth below: Time-Based RSUs. Upon termination of the executive’s employment without Cause or by reason of death or Disability prior to the vesting date, 100% of the RSUs will vest. If a Change in Control occurs and an executive’s employment is terminated without Cause or by the executive for Good Reason on or after the effective date of the Change in Control but prior to 24 months following the Change in Control, then any unvested RSUs will vest. Strategic Milestone and Share Price-Based PSUs. Upon termination of the executive’s employment without Cause or by reason of death or Disability prior to the vesting date and prior to a Change in Control, any unvested PSUs will remain outstanding and will continue to remain eligible to vest in accordance with the original vesting schedule as if the executive’s employment had continued through the original vesting date, provided that with respect to any Strategic Milestone PSUs, if one or more strategic milestones are achieved following the date of termination of the executive’s employment but prior to the original vesting date, the portion of the PSUs eligible to vest upon the achievement of such milestone will vest upon the Compensation Committee’s certification of such achievement. In the event that a Change in Control occurs following any such termination but prior to the original vesting date, the unvested PSUs shall vest immediately prior to the Change in Control at the “target” level of performance. In the event that a Change in Control occurs prior to the vesting date and the PSUs are not assumed or substituted for in the Change in Control transaction, then the unvested PSUs shall vest immediately prior to the Change in Control at the “target” level of performance. If the unvested PSUs are assumed or substituted for in such Change in Control transaction, the “target” level of performance shall be deemed to have been achieved and such PSUs shall vest on the original vesting date. If a Change in Control occurs and an executive’s employment is terminated without Cause or by the participant for Good Reason on or after the effective date of the Change in Control but prior to 24 months following the Change in Control, then any unvested PSUs shall become fully vested at the “target” level of performance or, if greater, the actual level of performance.

  51. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of our Chief Executive Officer, Dan Hedigan, to that of our median associate. To determine the median of the annual total compensation of all our associates (other than our Chief Executive Officer), we selected December 31, 2023 as the determination date for identifying the median associate. For purposes of identifying the median compensation, we considered the wages reflected in our payroll records as earned during the twelve-month period ended December 31, 2023. For wages attributable to annual bonuses, however, we included bonuses paid in 2024 for service in 2023 in order to be consistent with the calculation of our Chief Executive Officer's compensation. We included the wages of all of our full-time, part time, seasonal and temporary associates. We annualized the wages of permanent full or part-time associates who started after January 1, 2023. Using this methodology, we determined that the median total compensation of our associates (excluding our Chief Executive Officer) for the year ended December 31, 2023 was $189,533, calculated in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K, which includes base pay, cash bonus, and our matching contribution to the associate’s 401(k) plan. This calculation is the same calculation used to determine total compensation for purposes of the 2023 Summary Compensation Table with respect to each of the NEOs. Mr. Hedigan's annual total compensation as reported in the 2023 Summary Compensation Table was $3,955,542. Accordingly, for 2023, the ratio of Mr. Hedigan’s compensation to the compensation of the median associate was 20.9 to 1. Because of the complexity of determining the median of the annual compensation of all our associates, the pay ratio disclosure presented above is an estimate, but we believe that estimate is reasonable. Because the SEC rules for identifying the median associate and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the pay ratio we disclose may not be comparable to the pay ratios reported by some other companies.

  52. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: •A list of the most important financial measures that our Compensation Committee used in 2023 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; •A table that compares the total compensation of our CEO and other NEOs as presented in the Summary Compensation Table ("SCT") in this Proxy Statement to CAP and that compares CAP to specified performance measures; and •Graphs that describe: ◦The relationship between our total shareholder return (“TSR”) and the TSR of the S&P Homebuilders Select Industry Index (“Peer Group TSR”); and ◦The relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected measure, Adjusted Cash Flow. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis in this proxy statement for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT. There are two primary differences between the calculation of CAP and SCT total compensation:

  53. PAY VERSUS PERFORMANCE

    | | SCT TOTAL | CAP | | Pension | Year over year change in the actuarial present value of pension benefits (applicable only to Erik Higgins, who was an NEO in 2022 and 2020, as described below) | Current year service cost and any prior year service cost (if a plan amendment occurred during the year) | | Restricted Share and Restricted Share Units Awards | Grant date fair value of awards granted during the year | Year over year change in the fair value of awards that are unvested as of the end of the year or vested or were forfeited during the year. |

  54. PAY VERSUS PERFORMANCE

    Metrics Used for Linking Pay and Performance. The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2023. Each metric below is used for purposes of determining payouts under our annual incentive program. Please see the Compensation Discussion and Analysis section of this proxy statement for a further description of these metrics and how they are used in the Company’s executive compensation program. •Adjusted Cash Flow •Year-over-Year Modified SG&A Expense Adjusted Cash Flow was the most heavily-weighted financial performance metric under our 2023 Annual Incentive Plan and is an important measure that, when combined with the other measures in the Annual Incentive Plan, supports long-term shareholder value creation.

  55. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  56. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Principal Executive Officer (PEO)(1) | | | Compensation Actually Paid to PEO(2) | | | Average SCT Total for Non-PEO Named Executive Officers (NEOs)(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) (in thousands) | Adjusted Cash Flow (4) (in thousands) | | | Emile Haddad | Lynn Jochim | Daniel Hedigan | Emile Haddad | Lynn Jochim | Daniel Hedigan | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | 2023 | $— | $— | $3,955,542 | $— | $— | $4,460,443 | $1,843,484 | $2,125,121 | $44.17 | $220.06 | $113,716 | $281,623 | | 2022 | — | 1,062,847 | 2,932,483 | — | 265,924 | 2,448,415 | 1,555,414 | 603,799 | 33.53 | 136.96 | (34,774) | (74,753) | | 2021 | 9,166,042 | 4,417,485 | — | 8,701,796 | 4,155,521 | — | 3,648,985 | 3,387,021 | 94.10 | 192.00 | 13,310 | 43,746 | | 2020 | 6,009,342 | — | — | 5,823,048 | — | — | 2,552,545 | 2,392,150 | 78.56 | 127.81 | 1,094 | 22,245 |

  57. Pay Versus Performance Table

    (1) For 2023, the PEO was Daniel Hedigan (CEO) and other NEOs were Michael Alvarado, Greg McWilliams, Kim Tobler, and Leo Kij. For 2022, PEOs were Daniel Hedigan (CEO) and Lynn Jochim (former President and COO), and other NEOs were Michael Alvarado, Greg McWilliams, Erik Higgins, and Leo Kij. For 2021, the PEOs were Emile Haddad (former President and CEO) and Lynn Jochim (former President and COO), and other NEOs were Michael Alvarado and Greg McWilliams. For 2020, the PEO was Emile Haddad (former President and CEO), and other NEOs were Michael Alvarado, Lynn Jochim and Erik Higgins. Mr. Haddad's 2021 SCT amount and Ms. Jochim's 2022 SCT amount include payments received under their respective Advisory Agreements. (2) The dollar amounts reported represent CAP, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to SCT total compensation to determine the CAP values: Reconciliation of Equity Component of CAP—PEOs:

  58. Pay Versus Performance Table

    | | 2021 | 2020 | | First PEO (Emile Haddad) - SCT Totals | $9,166,042 | $6,009,342 | | (Deduct): | | | | Fair value of equity awards granted during the year from the SCT | (3,190,473) | — | | Add (subtract) Equity Award Adjustments: | | | | Fair value at year end of equity awards granted during the year | 2,595,236 | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (5,526) | (378,642) | | Change in fair value of equity awards granted in prior years that vested during the year | 136,517 | 192,348 | | Equity awards granted in prior years that were forfeited during the year | — | — | | Total Equity Award Related Adjustments | 2,726,227 | (186,294) | | CAP Totals | 8,701,796 | 5,823,048 |

  59. Pay Versus Performance Table

    | | 2022 | 2021 | | Second PEO (Lynn Jochim) - SCT Totals | $1,062,847 | $4,417,485 | | (Deduct): | | | | Fair value of equity awards granted during the year from the SCT | — | (1,907,141) | | Add (subtract) Equity Award Adjustments: | | | | Fair value at year end of equity awards granted during the year | — | 1,557,141 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (798,355) | (3,315) | | Change in fair value of equity awards granted in prior years that vested during the year | 1,432 | 91,351 | | Equity awards granted in prior years that were forfeited during the year | — | — | | Total Equity Award Related Adjustments | (796,923) | 1,645,177 | | CAP Totals | 265,924 | 4,155,521 |

  60. Pay Versus Performance Table

    | | 2023 | 2022 | | Third PEO (Daniel Hedigan) - SCT Totals | $3,955,542 | $2,932,483 | | (Deduct): | | | | Fair value of equity awards granted during the year from the SCT | (1,098,026) | (800,000) | | Add (subtract) Equity Award Adjustments: | | | | Fair value at year end of equity awards granted during the year | 1,543,944 | 315,932 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 50,170 | — | | Change in fair value of equity awards granted in prior years that vested during the year | 8,813 | — | | Equity awards granted in prior years that were forfeited during the year | — | — | | Total Equity Award Related Adjustments | 1,602,927 | 315,932 | | CAP Totals | 4,460,443 | 2,448,415 |

  61. Pay Versus Performance Table

    Reconciliation of Equity Component of CAP—NEOs:

  62. Pay Versus Performance Table

    | | 2023 | 2022 | 2021 | 2020 | | Non-PEO NEOs Average SCT Totals | $1,843,484 | $1,555,414 | $3,648,985 | $2,552,545 | | (Deduct): | | | | | | Change in pension value and nonqualified deferred compensation earnings from the SCT | — | — | — | (22,203) | | Fair value of equity awards granted during the year from the SCT | (511,580) | (332,291) | (1,907,141) | — | | Add (subtract) Equity Award Adjustments: | | | | | | Fair value at year end of equity awards granted during the year | 719,337 | 88,802 | 1,557,141 | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 69,469 | (399,177) | (3,315) | (243,933) | | Change in fair value of equity awards granted in prior years that vested during the year | 4,411 | 1,101 | 91,351 | 105,741 | | Equity awards granted in prior years that were forfeited during the year | — | (310,050) | — | — | | Total Equity Award Related Adjustments | 793,217 | (619,324) | 1,645,177 | (138,192) | | Non-PEO NEOs Average CAP Totals | 2,125,121 | 603,799 | 3,387,021 | 2,392,150 |

  63. Pay Versus Performance Table

    (3) Reflects TSR indexed to $100 for the S&P Homebuilders Select Industry Index, which is an industry line peer group reported in the performance graph included in the Company’s 2023 Annual Report on Form 10-K. (4) Adjusted Cash Flow, a non-GAAP financial measure, is calculated as the net increase (or decrease) in cash, cash equivalents and restricted cash, excluding payments related to interest on our senior notes and revolving credit facility, related party reimbursement obligations, and tax distributions.

  64. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  65. Director Compensation

    Director Compensation For 2023, compensation for our non-employee directors generally consisted of the following, which is quantified in the table below: •annual cash compensation of $120,000, prorated for any partial year and payable quarterly in arrears, provided that all directors may elect to receive some or all of such compensation in restricted shares vesting in four installments at the end of each calendar quarter; •annual grant of $80,000 worth of restricted shares vesting in four installments at the end of each calendar quarter; •additional annual cash compensation of $25,000 for any lead independent director, prorated for any partial year and payable quarterly in arrears; •additional annual cash compensation for service on a committee, in each case, prorated for any partial year and payable quarterly in arrears, as follows: •Audit Committee: $25,000, plus $5,000 for the Chairperson; •Compensation Committee: $15,000, plus $5,000 for the Chairperson; •Nominating and Corporate Governance Committee: $10,000, plus $5,000 for the Chairperson; and •Conflicts Committee: $10,000, plus $5,000 for the Chairperson. Castlelake and Lennar prohibit the directors that are employed by them (Mr. Carruthers and Mr. Miller, respectively) from retaining compensation paid to them for their service as directors. Accordingly, they have each instructed us to remit their fees directly to Castlelake and Lennar, respectively, and in lieu of the restricted share grants made to other directors, those fees are increased by the $80,000 value of such shares.

  66. 2023 Director Compensation

    2023 Director Compensation

  67. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation (2) | Total | | Kathleen Brown | $160,000 | $80,000 | $— | $240,000 | | William Browning | 160,000 | 80,000 | — | 240,000 | | Evan Carruthers | 215,000 | — | — | 215,000 | | Jonathan Foster | 140,000 | 80,000 | — | 220,000 | | Emile Haddad | — | — | 5,000,000 | 5,000,000 | | Gary Hunt | 120,000 | 80,000 | — | 200,000 | | Stuart A. Miller | 200,000 | — | — | 200,000 | | Michael Rossi | 175,000 | 80,000 | — | 255,000 | | Michael Winer | 175,000 | 80,000 | — | 255,000 |

  68. 2023 Director Compensation

    (1) Represents restricted shares that were granted in March 2023. The amounts reported in the "Equity Awards" column represent the aggregate grant date fair value of equity awards in the form of restricted shares (time-based vesting) computed in accordance with ASC Topic 718. The valuation assumptions are further described in Note 16, "Share-Based Compensation," in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023. None of our directors held unvested awards as of December 31, 2023, other than Mr. Haddad, who held 132,275 unvested restricted shares. (2) Represents consulting fees paid to Mr. Haddad during 2023 pursuant to his advisory agreement with us, which is described more fully below. Pursuant to the terms of his advisory agreement, Mr. Haddad did not receive any additional fees or equity awards related to his service on our Board.