DEF 14A of Douglas Elliman Inc., Jul 11, 2024

DEF 14A of Douglas Elliman Inc.

Filed Jul 11, 2024 · FY20230001878897-24-000021

Open on EDGAR

  1. PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS

    PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS The following table sets forth certain information with respect to each of the Board members. Each director is a citizen of the United States.

  2. PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS

    | Name | Age | Principal Occupation | | Howard M. Lorber | 75 | Chairman of the Board, President and Chief Executive Officer | | Richard J. Lampen | 70 | Executive Vice President and Chief Operating Officer | | David K. Chene | 45 | Co-Portfolio Manager and Co-Managing Partner of Kennedy Lewis | | Michael S. Liebowitz | 55 | Founder and Managing Principal of M2A Family Office | | Patrick J. Bartels Jr. | 48 | Managing Member of Redan Advisors LLC | | Wilson L. White | 43 | Vice President, Global Affairs, Google | | Mark D. Zeitchick | 59 | Private Investor |

  3. PROPOSAL 1 — NOMINATION AND ELECTION OF DIRECTORS

    The Company's Bylaws provide, among other things, that the Board, from time to time, shall determine the number of directors of the Company. The size of the Board is presently set at seven and our amended and restated certificate of incorporation divides our Board into three classes with staggered three year terms, whose terms expire at the 2024, 2025 and 2026 annual meetings. The current classes of our directors are as follows: •Class I directors, whose term will expire at the annual meeting of stockholders to be held in 2025, consist of Messrs. Lampen and White; •Class II directors, whose term will expire at the annual meeting of stockholders to be held in 2026, consist of Messrs. Liebowitz and Zeitchick; and •Class III directors, whose term will expire at the annual meeting of stockholders to be held in 2024, consist of Messrs. Bartels, Chene and Lorber. Three of the Company’s directors, Messrs. Bartels, Chene and Lorber, are to be elected at the 2024 annual meeting to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. Mr. Lorber was initially elected in connection with the distribution of the Company from Vector Group by the board of directors of Vector Group upon recommendation of the corporate responsibility and nominating committee of Vector Group. Mr. Chene was appointed pursuant to the Securities Purchase Agreement, dated as of July 2, 2024 (the “Purchase Agreement”), by and among the Company, AlterDomus (US) LLC, as collateral agent and certain affiliates of Kennedy Lewis. Mr. Bartels was identified by Kennedy Lewis as a highly qualified candidate and presented to the Board based upon recommendation of the Corporate Responsibility and Nominating Committee, and he was appointed to the Board on July 2, 2024. Messrs. Zeitchick and Liebowitz were nominated by the Board upon the recommendation of the Corporate Responsibility and Nominating Committee and reelected at the Company’s 2023 annual meeting. Messrs. Lampen and White were nominated by the Board upon recommendation of the Corporate Responsibility and Nominating Committee and were reelected at the Company's 2022 annual meeting. Mr. Lorber, the Chairman, President and CEO, Mr. Lampen, the Executive Vice President and COO, and Mr. White are members of Vector Group’s board of directors. Mr. Lorber identified Messrs. Liebowitz and Zeitchick as candidates and presented Messrs. Liebowitz and Zeitchick to the corporate responsibility and nominating committee of Vector Group as highly qualified candidates. Until their resignation in connection with the closing of the investment by Kennedy Lewis pursuant to the Purchase Agreement on July 2, 2024, Lynn Mestel and Ronald J. Kramer had served on the Board since completion of the distribution from Vector Group in December 2021.

  4. Business Experience and Qualifications of Director Nominees

    Business Experience and Qualifications of Director Nominees The Board of Directors recommends that stockholders vote “FOR” election of the nominees named below. Howard M. Lorber has served as Chairman, President and Chief Executive Officer of the Company since December 2021. He has served as President and CEO of Vector Group (NYSE: VGR) since January 2006 and as a director since January 2001. Mr. Lorber also serves as Executive Chairman and a member of the Board of Managers of the Company’s subsidiary, Douglas Elliman Realty, LLC. Mr. Lorber was Chairman of the Board of Hallman & Lorber Assoc., Inc., consultants and actuaries of qualified pension and profit sharing plans, and various of its affiliates from 1975 to December 2004 and has been a consultant to these entities since January 2005; Chairman of the Board of Directors since 1987 and CEO from November 1993 to December 2006 of Nathan’s Famous, Inc., a chain of fast food restaurants; and a Director of Clipper Realty, Inc., a real estate investment trust, since July 2015. Mr. Lorber was a member of the Board of Directors of Morgans Hotel Group Co. from March 2015 until November 2016, and Chairman from May 2015 to November 2016 and was Chairman of the Board of Ladenburg Thalmann Financial Services (“LTS”) from May 2001 to July 2006 and Vice Chairman from July 2006 to February 2020. He is also a trustee of Long Island University. Mr. Lorber’s pertinent experience, qualifications, attributes and skills include the knowledge and experience in the estate services industry he has attained through his service as the Company’s President and CEO and as member of the board of directors of Vector Group and as Executive Chairman and member of the Board of Managers of the Company’s subsidiary, Douglas Elliman Realty, LLC, as well as his service as a director of other publicly traded corporations. Patrick J. Bartels Jr. has served as a member of the Company’s Board since July 2024. Mr. Bartels is a senior investment professional with 25 years of experience and currently serves as the Managing Member of Redan Advisors LLC. His professional experience includes investing in complex financial situations in a broad universe of industries. Mr. Bartels has served as a director on numerous public and private boards of directors with an extensive track record of driving value added returns for all stakeholders through mergers and acquisitions, corporate finance and capital markets transactions, governance, incentive alignment, talent evaluation, cost rationalization. Mr. Bartels also currently serves on the board of directors of Pyxus International, Inc. (OTC Pink: PYX) and Marblegate Acquisition Corp. (Nasdaq: GATEU), as well as several private companies. Mr. Bartels previously served on the board of directors of View, Inc. (OTCMKTS: VIEWQ), Arch Resources, Inc. (NYSE: ARCH), AgileThought (Nasdaq: AGIL), Noble Corporation (NYSE: NE), Centric Brands Inc. (Nasdaq: CTRC), Grizzly Energy, LLC, f/k/a Vanguard Natural Resources, Inc. (NYSE: VNRR), WCI Communities, Inc. (NYSE: WCIC), B. Riley Principal Merger Corp. (NYSE: BRPM), B. Riley Principal Merger Corp. II (NYSE: BRPM), Trinity Place Holdings Inc. (Nasdaq: TPHS), Parker Drilling Corp. (NYSE: PDK), Monitronics International Inc. (OTC: SCTY) and Hexion Inc. (OTC: HXN). Prior to Redan Advisors, Mr. Bartels was a Managing Principal of Monarch Alternative Capital LP in New York, a private investment firm. Prior to joining Monarch Alternative Capital LP, Mr. Bartels was a high-yield investments analyst at Invesco Ltd. He began his career at PricewaterhouseCoopers LLP, where he was a certified public accountant. Mr. Bartels received a Bachelor of Science in Accounting with a concentration in Finance from Bucknell University. He also holds the Chartered Financial Analyst designation. Mr. Bartels’ pertinent experience, qualifications, attributes and skills include his background as a senior investment professional and track record as a director of public companies across varied industries. David K. Chene has served as a member of the Company’s Board since July 2024. Mr. Chene co-founded Kennedy Lewis in 2017 and is a Co-Portfolio Manager and a Co-Managing Partner of Kennedy Lewis, and he Co-Chairs the Firm’s Investment Committee and Executive Committee. Mr. Chene was formerly a Managing Director with CarVal Investors, responsible for managing the US Corporate Securities business based in Minneapolis, from 2012 to 2016. Prior to his role in the US, he was Co-Head of CarVal’s European Corporate Securities business based in London. In both roles, he focused on special situations and distressed investments, including the firm’s global liquidations exposures and European financial investments. Before joining CarVal, Mr. Chene worked at Credit Suisse in London, running the firm’s European Distressed business, and was responsible for risk management across the firm’s European Leveraged Finance trading activities, from 2010 to 2012. Prior to Credit Suisse, Mr. Chene was a Senior Distressed Trader for Morgan Stanley in London, from 2009 to 2010. Prior to Morgan Stanley, Mr. Chene was a Research Analyst at DiMaio Ahmad Capital from 2003 to 2009, first in New York and then later as Head of the Firm’s Asian Platform, based in Singapore. Mr. Chene began his career at CIBC World Markets as a Research Analyst in its Leveraged Finance Investment Banking Division in New York, from 2001 to 2003. Mr. Chene’s pertinent experience, qualifications, attributes and skills include his background as an experienced investment professional and investor in the real estate industry.

  5. Business Experience and Qualifications of Continuing Directors

    Business Experience and Qualifications of Continuing Directors Richard J. Lampen has served as a member of Company’s Board since December 2021 and serves as our Executive Vice President and Chief Operating Officer. He also serves a member of the Board of Managers of our subsidiary, Douglas Elliman Realty, LLC. Mr. Lampen has served as Executive Vice President of Vector Group (NYSE: VGR) since 1995 and was appointed Chief Operating Officer and was elected to the Board of Directors of Vector Group in 2021. From September 2006 to February 2020, he served as President and CEO as well as a director of Ladenburg Thalmann Financial Services (“LTS”) prior to its acquisition by Advisor Group, a portfolio company of Reverence Capital Partners. Mr. Lampen also served as Chairman of LTS from September 2018 to February 2020. From October 2008 to October 2019, Mr. Lampen served as President and CEO as well as a director of Castle Brands Inc., prior to its acquisition by Pernod Ricard Mr. Lampen's pertinent experience, qualifications, attributes and skills include the knowledge and managerial experience in the real estate services industry he has attained through his service to Vector Group since 1995 as well as his service as CEO of LTS and Castle Brands Inc. and as a director of other publicly traded corporations. Michael S. Liebowitz has served as a member of the Company’s Board since December 2021. Mr. Liebowitz is the Founder and Managing Principal of M2A Family Office, a private firm he established in 2018 to manage his business and philanthropic activities to make a positive impact in the lives of future generations. He is an entrepreneur, private investor and seasoned business executive with extensive experience founding, acquiring and monetizing businesses in the insurance and financial industries. In the past 25 years, Mr. Liebowitz has founded or acquired many companies, including (i) in 1995, Harbor Group Consulting LLC, an insurance and risk management consulting firm where he served as President and Chief Executive Officer from 1995, until its acquisition by Alliant Insurance Services, Inc. (“Alliant”) in 2018, (ii) in 1999, as a founding principal, National Financial Partners Corp. (NYSE: NFP), which was taken public in 2003 and was acquired by a controlled affiliate of Madison Dearborn Partners, LLC in 2013, and is now one of the largest insurance brokers in the world, (iii) in 2006, Innova Risk Management (“Innova”), a boutique real estate insurance firm and leading provider of property and casualty insurance in the co-op and condominium markets in the New York area, which he acquired in a joint venture with Douglas Elliman Real Estate, LLC until its sale in 2019, (iv) in 2017, High Street Valuations, a firm that specializes in providing insurable value calculations for banks, capital market lenders, owners, and property management companies, and (v) in October 2020, New Beginnings Acquisition Corp. (“NBA”), a special purpose acquisition company until its merger with Airspan Networks Holdings Inc. (NYSE American: MIMO) (“Airspan”) in August 2021. He currently serves as President and Chief Executive of the Harbor Group Division of Alliant (and Managing Director and Executive Vice President of Alliant) and High Street Valuations; and is the principal shareholder of Open Acq LLC, a firm that provides consultancy and actuarial services to qualified pension plans. He also served as President and Chief Executive Officer of Harbor and Innova until 2018 and 2019, respectively, when they were acquired by Alliant as well as NBA from October 2020 to August 2021, until its merger with Airspan. He served on the board of Airspan (NYSE American: MIMO) from August 2021 to November 2023, on the board of Nocopi Technologies Inc. (OTC Pink: NNUP) since October 2022 and chief executive officer and chairman of the board since August 2023, and on the board of LTS from January 2019 to February 2020. He also served on the board of The Hilb Group, a leading middle market insurance agency headquartered in Richmond, Virginia, from 2011 to 2013. Mr. Liebowitz has also acted as an advisor to many of the largest financial services companies around the globe on their complex insurance matters within their investment banking/M&A groups. He was special consultant to GMAC for the World Trade Center financing prior to and after 9/11 and its claims and litigation process and strategy and advised the U.S. Federal Reserve and Goldman Sachs in the depths of the financial crisis in the newly created TALF lending program. Mr. Liebowitz graduated from CW Post College-LI University with a B.S. in Finance. Mr. Liebowitz’s pertinent experience, qualifications, attributes and skills include his strong background as an investor and executive officer of numerous businesses in varied industries. Wilson L. White has served as a member of the Company’s Board since December 2021. Mr. White currently serves as Vice President, Global Affairs at Google, a subsidiary of Alphabet Inc. (NASDAQ: GOOG, GOOGL), where he is the global policy lead for Google’s Android, Hardware and Advanced Research business units as well as Vice President for Asia Pacific government affairs. In addition to his employment at Google, Mr. White is engaged in numerous philanthropic and community activities. He served, until 2022, as Board Chair of the Black Bank Fund, which aims to raise and invest $250 million into Black banks throughout the United States by 2025. Mr. White also serves on the Boards of Vector Group (NYSE: VGR), the University of North Carolina School of Law Foundation and the South Carolina Governor’s School for Science & Mathematics Foundation. Mr. White earned a Bachelor of Science in Computer Engineering from North Carolina State University, where he was a Park Scholar, and received his Juris Doctor, with honors, from the University of North Carolina at Chapel Hill School of Law. Prior to being named to his current position in 2013, he served as Patent Litigation Counsel at Google from 2011 to 2013 and was a Senior Associate at Kilpatrick Townsend & Stockton LLP from 2007 to 2011. He also served as a judicial law clerk to the Honorable Alexander Williams, Jr. of the U.S. District Court of Maryland from 2006 to 2007. Mr. White has achieved the designation of NACD Directorship Certification, which is the premier director designation available in the United States and has also earned his NACD CERT in Cybersecurity Oversight. In addition to Mr. White's NACD Directorship Certification and NACD CERT in Cybersecurity Oversight, his pertinent experience, qualifications, attributes and skills include a strong background in computer engineering and the technology and legal sectors. Mark D. Zeitchick has served as a member of the Company’s Board since December 2021. Mr. Zeitchick has extensive experience as a business executive in the financial services industry where he enjoyed a 27-year career as an executive of LTS and its predecessors. During his tenure, he served as Executive Vice President of LTS from 2006 to February 2020. He also served as director of LTS from 1999 until February 2020 and of Castle Brands Inc. from March 2014 until October 2019. Mr. Zeitchick’s pertinent experience, qualifications, attributes and skills include managerial experience, industry knowledge and the knowledge and experience he has attained through his service as a director of publicly-traded corporations.

  6. Elements of Pay: Total Direct Compensation

    | Annual Incentives | Cash (At Risk) | Reward executive officers for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value. | | Long-Term Incentives | Equity (At Risk) | Provide incentives for executive officers to execute on longer-term financial goals that drive the creation of stockholder value and support the Company’s retention strategy. |

  7. The Decision-Making Process

    The Decision-Making Process The Role of the Compensation and Human Capital Committee. The compensation and human capital committee oversees the executive compensation program for our NEOs. The compensation and human capital committee is comprised of independent, non-employee members of the Board. The compensation and human capital committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the compensation and human capital committee’s authority and responsibilities are specified in its charter, which may be accessed at our website, investors.elliman.com, by selecting “Governance” and “Governance Documents.” The compensation and human capital committee makes all final compensation and equity award decisions regarding our NEOs. The Role of Management. Management is represented at regular compensation and human capital committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. The CEO does not participate in the deliberations of the compensation and human capital committee regarding his own compensation. Only the compensation and human capital committee members are allowed to vote on decisions regarding CEO compensation. The CEO consults with and provides his recommendations pertaining to other executives’ compensation with the compensation and human capital committee, which the compensation and human capital committee may in turn approve based on its evaluation of such executives. The Role of the Independent Consultant. The compensation and human capital committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the compensation and human capital committee has hired Pearl Meyer as its independent consultant. Pearl Meyer reports directly to the compensation and human capital committee and does not provide any additional services to management. The compensation and human capital committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules. The Role of Peer Group Companies. The compensation and human capital committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. The compensation and human capital committee worked in conjunction with Pearl Meyer to design and implement a new compensation peer group for purposes of setting executive pay levels for 2023. The following selection criteria was used in the development of the compensation peer group: •Peer Group Size: an appropriate peer group should contain between 12 and 20 companies; •Peer Company Size: peer group companies should generally be between 0.33x and 3.0x the size of Douglas Elliman (as defined by market capitalization, total assets, or total revenues) •Peer Company Industry: peer group companies should include similarly sized public companies, industry competitors, competitors for executive talent and competitors for capital investment. The compensation and human capital committee, with the assistance of Pearl Meyer, established a peer group of 17 publicly traded, national and regional companies to inform 2023 compensation decisions. The peer group was comprised of the following companies:

  8. The Decision-Making Process

    The compensation and human capital committee believes the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our NEOs on a go-forward basis. Nonetheless, this market data is not the sole determinant in setting pay levels for the NEOs. The compensation and human capital committee also considers Company and individual performance and the nature of an individual’s role within the Company, as well as the individual’s experience and contributions to his or her current role when making its compensation-related decisions.

  9. Compensation Highlights

    | What we do | What we do not do | | Pay for performance and align interests of executives with those of long-term stockholders | No single-trigger cash severance upon a change in control | | Majority of executive pay is in the form of at-risk compensation | No hedging of stock permitted | | Hold-until-retirement requirements applicable to 25% of all equity granted to executives and our stock ownership | | | Clawback policy — which provides for recoupment of previously earned incentives — is a precondition to receiving incentive-based compensation | | | Capped annual incentive opportunities | | | Mitigation of risk through Compensation Risk Assessments | | | Independent compensation consultant | |

  10. Annual Incentive Awards

    Annual Incentive Awards Annual incentive awards are designed to provide an opportunity for our senior executives, including our NEOs, to earn an annual incentive, paid in cash, based on the achievement of certain goals and objectives as established by the compensation and human capital committee. Management Annual Incentive Plan: Messrs. Lorber and Lampen. The Management Annual Incentive Plan (the “Plan”) is administered by the compensation and human capital committee. The compensation and human capital committee approves participation in the Plan. For the fiscal year ending December 31, 2023, participants under this Plan included Messrs. Lorber and Lampen. An executive’s annual incentive target is a percentage of his base salary. Actual award payouts depend on the achievement of pre-determined performance objectives and can range from 0% to 125% of target award amounts. Messrs. Lorber and Lampen’s annual incentive opportunities for 2023 are disclosed in the table below (at 100% of target), based on the same target annual incentive opportunity, as a percentage of base salary, in 2022 and 2023.

  11. Annual Incentive Awards

    | | | Target Annual Incentive Opportunity | | | | | % of Base Salary | 2022 | 2023 | Δ vs. 2022 (1) | | Howard M. Lorber | 150% | $2,756,250 | $3,028,017 | 10% | | Richard J. Lampen | 112.5% | $731,250 | $767,813 | 5% |

  12. Annual Incentive Awards

    (1) While the Company has not increased any NEOs’ target percentage opportunity, each NEO’s target annual bonus opportunity increased as a result of the increase to the NEO’s base salary as described above. Performance Metrics At A Glance. The actual annual incentive awards earned by each of Messrs. Lorber and Lampen are determined by the compensation and human capital committee based on the attainment of quantitative and qualitative performance goals. The following table shows the performance metrics and performance levels necessary to achieve threshold (50% payout), target (100% payout), and maximum (125% payout) annual award amounts for fiscal year 2023:

  13. Annual Incentive Awards

    | Goals | Performance Metrics | Weight | Performance Range (% of Target Award) | | | | | | | Threshold (50%) | Target (100%) | Maximum (125%) | | Quantitative | Adjusted EBITDA | 50% | $(20.0) M | $0.0 M | $10.0 M | | | Gross Transaction Value (“GTV”) | 30% | $25.0 B | $30.0 B | $35.0 B | | Qualitative | Diversity, Equity & Inclusion (“DEI”) Initiatives Climate Change Initiatives | 20% | See below | | | | Total: | | 100% | | | |

  14. Annual Incentive Awards

    A Closer Look at the Quantitative Metrics (80% of the overall award). For fiscal year 2023, to prioritize profitability and value creation for our stockholders, the compensation and human capital committee used a mix of performance metrics that place an emphasis on Adjusted EBITDA, while maintaining a focus on growth and delivering meaningful dividends to stockholders:

  15. Annual Incentive Awards

    | Quantitative Metrics | Weight | Rationale | Definition | | Adjusted EBITDA | 50% | Adjusted EBITDA provides a useful illustration of our financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. This facilitates better comparisons to our historical performance and our competitors’ operating results. | Adjusted EBITDA for our brokerage operations, adjusted to exclude corporate-level expenses and non-operating items and expenses for restructuring, productivity initiatives or new business initiatives, including, but not limited to, losses from expansion into new markets, including, but not limited to, international (through Knight Frank), incentive and other purchase payments associated with the acquisition of the Texas, California and Colorado businesses, as well as the cost of Information Technology initiatives, including the enhancement of the agent technology experience and the financial reporting and control environment. | | GTV | 30% | Douglas Elliman’s annual revenue from commissions is a critical component of its operating performance. To reflect this, we have selected GTV as a criterion for our Annual Bonus Plan because it correlates directly with commission revenues, particularly in our existing markets. | GTV is the sum of all closing sale prices for properties transacted by our brokerage operations agents (excluding rental transactions). |

  16. Annual Incentive Awards

    A Closer Look at the Qualitative Metrics (20% of the overall award). For the year ending December 31, 2023, this portion of the executive’s annual incentive award was determined by the compensation and human capital committee in its sole discretion based on how effectively management responds to achieving the objectives related to DEI and climate change initiatives, considering all the factors it considers relevant and appropriate. In making this determination, the compensation and human capital committee considered both non-financial metrics, including such qualitative factors as the well-being of the Company’s workforce, the safety of employees, agents and customers, and the establishment of processes to implement and measure compliance with the long-term objectives of DEI and climate change, as well as any financial metrics it considers appropriate. The maximum an executive may earn on this portion of the award is 125% of target. DEI and climate change initiatives are defined under the Plan as follows: •DEI Initiatives – DEI initiatives include consideration of efforts made to encourage the development of a more diverse workforce, making the Company a higher performing organization over the long term. These efforts include increasing outside sponsorships, internal employee events and engagement, and other activities designed to bring additional long-term value to the Company brand and workplace by supporting diversity and encouraging the professional development of the next generation of leaders in the organization. In addition to continuing the Company’s long-standing commitment to DEI, management has recently launched the inaugural “Agents of Change” initiative, which is a conversation series discussing timely social issues and celebrating the Company’s agents who are actively working to increase diversity and social change in the real estate industry. Topics to date have been held in honor of Black History Month and “Shattering the Glass Ceiling.” These panel discussions support the Company’s ongoing efforts to foster a respectful and supportive workplace that attracts and retains a diverse workforce representing its customers and communities. The Company’s commitment to DEI is further reinforced by its support of initiatives and organizations committed to combating economic disparity issues including food insecurity, housing instability, and unemployment. •Climate Change Initiatives – Climate change initiatives include consideration of efforts to proactively address carbon emissions to enhance the Company’s brand value and reputation. These include establishment of company-wide standards to address the impact of climate change on the Company and its clients, investments in climate change technology to measure the impact of climate change, development of tools to report the impact of climate change to the Company’s clients and other stakeholders, development of metrics to measure acquisitions of any new office space to LEED certified buildings and adherence to new financial reporting standards related to climate change. In 2022, the Company’s management began the process of developing a preliminary measurement of the Company’s impact of Scope 1 and Scope 2 emissions. Performance Results and Award Payouts.

  17. Annual Incentive Awards

    | Goals | Performance Metrics | Weight | Performance Range (% of Target Award) | | | Actual Results | | | | | Threshold (50%) | Target (100%) | Maximum (125%) | | | Quantitative | Adjusted EBITDA | 50% | $(20.0) M | $0.0 M | $10.0 M | $(18.978) M | | | GTV | 30% | $25.0 B | $30.0 B | $35.0 B | $34.40 B | | Qualitative | DEI Initiatives | 20% | See above | | | 125% | | | Climate Change Initiatives | | | | | | | Total: | | 100% | Award Earned: | | | 87.88% of Target |

  18. Annual Incentive Awards

    | Name | Annual Incentive Target (% of Base Salary) | Annual Award at Target ($) | Actual Award (% of Target) | Actual Award Payout ($) | | Howard M. Lorber | 150.0% | $3,028,017 | 131.82% | $2,661,062 | | Richard J. Lampen | 112.5% | $767,813 | 98.87% | $674,760 |

  19. Annual Incentive Awards

    Discretionary Annual Incentive Awards: Messrs. Durkin and Ballard

  20. Bonus

    Bonus Mr. Durkin’s discretionary bonus for 2023, in the amount of $250,000 was paid in 2024 based on his leadership in 2023 during the challenging market environment. The bonus was approved by the compensation and human capital committee upon recommendation from management. Mr. Durkin will continue to be eligible for a discretionary bonus in 2024. Mr. Ballard’s discretionary bonus for 2023, in the amount of $375,000, was paid in 2024 based on his leadership in implementing technology initiatives for Douglas Elliman Realty, LLC in 2023. The bonus was approved by the compensation and human capital committee upon recommendation from management. Mr. Ballard will continue to be eligible for a discretionary bonus in 2024.

  21. Change in Control Provisions

    Change in Control Provisions The employment agreements between the Company and each of Messrs. Lorber and Lampen contain change in control provisions. In the event of a change in control that results in a termination of employment by the Company without cause or a resignation for good reason (a “double trigger” change in control provision), Messrs. Lorber and Lampen will receive severance benefits as set forth below in “Potential Payments Upon Termination or Change-in-Control.” The purpose of these provisions is to avoid the distraction and loss of key management personnel that may occur in connection with rumored or actual corporate transactions and/or other fundamental corporate changes and to provide adequate protection to key management personnel if their employment is terminated following a change in control. A change in control provision protects stockholder interests by enhancing employee focus during rumored or actual change in control activity through incentives to remain with the Company despite uncertainties while a transaction is under consideration or pending by assurance of the payment of severance and benefits for terminated executives. A detailed summary of these provisions is set forth under the heading “Potential Payments Upon Termination or Change-in-Control.” In addition, outstanding restricted stock awards held by named executive officers vest upon a change in control.

  22. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The compensation and human capital committee may retain independent compensation consultants to render advice and guidance in assessing whether the Company’s compensation program is reasonable and competitive. Since December 2021, the compensation and human capital committee has engaged Pearl Meyer to conduct a competitive market assessment of the Company’s executive compensation levels and structure, including an examination of market trends and best practices in the Company’s primary industries, as well as advise on the design and structure of incentive compensation programs for executives. Pearl Meyer is directed by, and only provides services to, the compensation and human capital committee.

  23. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table summarizes the compensation of the NEOs for the years ended December 31, 2023, 2022 and 2021. Prior to the distribution of the Company by Vector Group at the end of 2021, the compensation of Messrs. Lorber, Lampen and Kirkland was paid by Vector Group, and therefore information regarding their Vector Group compensation in 2021 is included in the table below. In 2021, Mr. Durkin’s compensation was paid by Douglas Elliman Realty, LLC. The information set forth below for Messrs. Lorber, Lampen and Kirkland, with respect to 2021, with the exception of certain restricted stock awards granted by the Company at the end of 2021, reflects compensation for services rendered to Vector Group.

  24. 2023 SUMMARY COMPENSATION TABLE

    | | | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Name and Principal Position | Year | ($) (1) | ($) | ($) (2) (3) | ($) (4) | ($) (5) | ($) | ($) | | Howard M. Lorber | 2023 | $2,018,678 | — | $4,043,750 | $2,661,062 | $— | $45,000(6) | $8,768,490 | | President and Chief | 2022 | $1,837,500 | — | $— | $2,235,491 | $— | $45,000 | $4,117,991 | | Executive Officer | 2021 | $3,426,270 | — | $21,530,000 | $4,282,838 | $2,707,353 | $300,197 | $32,246,658 | | Richard J. Lampen | 2023 | $682,500 | — | $1,617,500 | $674,760 | $— | $26,299(7) | $3,001,059 | | Executive Vice President and Chief | 2022 | $650,000 | — | $— | $593,089 | $— | $22,517 | $1,265,606 | | Operating Office | 2021 | $1,250,000 | — | $7,896,500 | $1,171,875 | $320,232 | $163,093 | $10,801,700 | | J. Bryant Kirkland III | 2023 | $— | — | $485,250 | $— | $— | $12,248(8) | $497,498 | | Senior Vice President, Chief Financial | 2022 | $— | — | $— | $— | $— | $— | $— | | Officer and Treasurer | 2021 | $550,000 | — | $2,869,800 | $229,144 | $78,146 | $8,700 | $3,735,790 | | J. David Ballard (9) | 2023 | $446,250 | $375,000 | $161,750 | $— | $— | $6,278(11) | $989,278 | | Senior Vice President, Enterprise | 2022 | $425,000 | $375,000 | $— | $— | $— | $— | $800,000 | | Efficiency and Chief Technology Officer | | | | | | | | | | Scott J. Durkin (10) | 2023 | $600,000 | $250,000 | $404,375 | $— | $— | $3,125(12) | $1,257,500 | | President and Chief Executive Officer of Douglas Elliman Realty, LLC | 2022 | $600,000 | $650,000 | $— | $— | $— | $23,763 | $1,273,763 | | | 2021 | $500,000 | $1,000,000 | $1,437,500 | $— | $— | $4,350 | $2,941,850 |

  25. 2023 SUMMARY COMPENSATION TABLE

    ___________________________ (1)Reflects actual base salary amounts paid for 2023, 2022 and 2021, unless otherwise indicated. All amounts for Messrs. Lorber, Lampen and Kirkland in 2021 were paid by Vector Group and Mr. Durkin's amount in 2021 was paid by Douglas Elliman Realty, LLC. (2)Represents the aggregate grant date fair value of restricted stock granted (under (i) the Vector Group Ltd. 2014 Management Incentive Plan (the “2014 Plan”), during the year ended December 31, 2021, and (ii) the Company’s 2021 Plan, during the years ended December 31, 2023 and 2021) as determined in accordance with FASB ASC Topic 718, rather than an amount paid to or realized by the named executive officer. Assumptions used in the calculation of such amounts are included in note 12 to the Company’s audited financial statements for the year ended December 31, 2023 included in its Annual Report on Form 10-K filed with the SEC on March 8, 2024. These grants are subject to continued service conditions; consequently, FASB ASC Topic 718 amounts included in the table may never be realized by the named executive officer. (3)In 2021, Mr. Lorber's restricted stock award consisted of $7,155,000 awarded from Vector Group and $14,375,000 from the Company; Mr. Lampen's restricted stock award consisted of $2,146,500 awarded from Vector Group and $5,750,000 from the Company; and Mr. Kirkland's restricted stock award consisted of $1,144,800 awarded from Vector Group and $1,725,000 from the Company; and, Mr. Durkin's restricted stock award was entirely awarded by the Company. (4)The amounts for 2023 and 2022 reflect performance-based annual cash awards paid during 2024 and 2023 in respect of service performed in 2023 and 2022, respectively. The amounts for 2021 reflect performance-based annual cash awards under the 2014 Plan paid during 2022 in respect of service performed in 2022. This plan is discussed in further detail under the heading “Annual Incentive Awards” in the “Compensation Discussion and Analysis” section. All amounts in respect of 2021 performance for Messrs. Lorber, Lampen and Kirkland were paid by Vector Group. (5)Amounts reported represent the increase in the actuarial present value of benefits associated with Vector Group’s pension plans. Assumptions for 2021 amounts are further described in “Pension Benefits at 2021 Fiscal Year End” in Vector Group’s Proxy Statement filed with the SEC on May 2, 2022. The amounts reflect the increase in actuarial present value for the named executive officer’s benefits under the Supplemental Retirement Plan determined using interest rate, retirement date and mortality rate assumptions consistent with those used in the Company’s financial statements. No amount is payable from this plan before a participant attains age 60 during active service except in the case of death, disability or termination without cause. There can be no assurance that the amounts shown will ever be realized by the named executive officers. These plans remained at Vector Group following the distribution, and the Company does not currently maintain any defined benefit pension or non-qualified deferred compensation plans. (6)Represents perquisites in 2023 of $45,000 for lodging and related business expenses in 2023. (7)Represents perquisites in 2023 of $26,299 for reimbursement of automobile expenses and club expenses. (8)Represents discounted real estate brokerage commission fees in 2023. (9)Mr. Ballard became a NEO in 2022. (10)Mr. Durkin became an executive officer of the Company in connection with the distribution of the Company by Vector Group. Amounts reported in 2021 are for the entire year. The “bonus” column for Mr. Durkin reflects the value of the annual bonus payments in respect of 2023, 2022 and 2021 paid in 2024, 2023 and 2022 to Mr. Durkin, which were determined at the discretion of the compensation and human capital committee based on Douglas Elliman Realty, LLC's operating performance in 2023, 2022 and 2021, as discussed further under the heading “Bonus” of the “Compensation Discussion and Analysis” section. (11)Represents contributions to the Douglas Elliman Realty, LLC 401(k) Plan. (12)Represents contributions to the Douglas Elliman Realty, LLC 401(k) Plan. Reflects amended amount correcting an error in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023, filed with the SEC on April 29, 2024, which understated by $330 the value of the Company’s contributions on behalf of Mr. Durkin to the Douglas Elliman Realty, LLC 401(k) Plan.

  26. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of the Company's CEO to the annual total compensation of the Company's median employee (excluding the CEO) for 2023. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below because other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. In its 2023 analysis, the Company used the compensation of the same median employee used for purposes of calculating the CEO pay ratio for 2022. In determining the median employee, the Company first determined its employee population using a determination date of December 31, 2022. The Company identified the median employee using a compensation measure consisting of base salary or wages (as applicable), overtime pay, and any bonuses paid during the twelve-month period preceding the determination date. Conforming adjustments were made for permanent employees who were hired during that period and did not receive pay for the full period. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for the Company's CEO was $8,768,490, as reported in the “2023 Summary Compensation Table” of this proxy statement. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for the median employee identified in 2023 was $69,738. The ratio of the Company's CEO’s annual total compensation to the Company's median employee’s annual total compensation for fiscal year 2023 is 126 to 1.

  27. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The compensation and human capital committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to unvested restricted stock and unexercised stock options.

  28. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net (loss) Income (thousands) | Company Selected Measure - Adjusted EBITDA (5) | | Year | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (4) | | | | 2023 | $8,768,490 | $7,544,897 | $1,434,764 | $1,232,871 | $27.02 | $66.76 | $(42,552) | $(21,501) | | 2022 | $4,117,991 | $(4,960,134) | $834,842 | $(663,048) | $34.98 | $41.23 | $(5,622) | $34,542 | | 2021 | $32,246,658 | $22,384,305 | $4,957,820 | $3,778,075 | $94.81 | $100.00 | $98,838 | $110,699 |

  29. PAY VERSUS PERFORMANCE

    ___________________________ (1) Mr. Lorber is the principal executive officer (the “PEO”) for purposes of calculating the amounts in each applicable year. Messrs. Lampen, Kirkland, Durkin and Ballard are the non-PEO NEOs included for purposes of calculating the average amounts in 2023 and 2022 and Messrs. Lampen, Kirkland, Durkin and Bell are the non-PEO NEOs included for purposes of calculating the average amounts in 2021. The amounts reported for the 2021 fiscal year include compensation that was paid by Vector Group prior to the distribution of the Company, as described in the Summary Compensation Table and notes thereto. (2) A reconciliation of Summary Compensation Table Total from the Summary Compensation Table to compensation actually paid to our PEO and our other NEOs (as an average) is shown below:

  30. PAY VERSUS PERFORMANCE

    | | | 2023 | | | Adjustments: | | PEO | Average of Non-PEO NEOs | | Summary Compensation Table Total as reported in Summary Compensation Table (“SCT”) | | $8,768,490 | $1,434,764 | | Adjustments: Additions (Subtraction) | | | | | | Stock awards amounts as reported in SCT | (4,043,750) | (667,219) | | | Fair value at year end of awards granted during the covered fiscal year that remain outstanding and unvested (a) | 2,903,906 | 479,145 | | | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end (a) | (607,812) | (100,289) | | | Fair value as of vesting date for awards granted and vested in the same year (a) | 843,281 | 139,141 | | | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding that vested in the year (a) | (428,594) | (70,718) | | | Value of dividends or the earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 109,375 | 18,047 | | | Value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | | Compensation Actually Paid (as calculated) | | $7,544,897 | $1,232,871 |

  31. PAY VERSUS PERFORMANCE

    a.The fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company's financial statements. (3) The amounts disclosed represent the value of an investment of $100 in Common Stock at the end of each period presented assuming the investment was made at the beginning of each period presented. The total shareholder return used to determine these values was calculated by dividing the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. For 2021, the amount disclosed assumes that $100 was invested as of December 30, 2021, which is the first day our Common Stock began trading on the NYSE. (4) The amounts disclosed represent the value of an investment of $100 in a performance group index at the end of each period presented assuming the investment was made at the beginning of each period presented. The total shareholder return applied to each investment period is calculated using a performance group index that represents the weighted performance group index TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The performance group index used for this purpose, which is the performance group index used in our Stock Performance Graph on Form 10-K for the year ended December 31, 2023 and is described in the CD&A, consists of the following companies: Colliers International Group (TSX: CIGI), eXp World Holdings, Inc. (Nasdaq: EXPI), Marcus & Millichap, Inc. (NYSE: MMI), Opendoor Technologies Inc. (Nasdaq: OPEN), Anywhere Real Estate Inc. (NYSE: HOUS), Walker & Dunlop, Inc. (NYSE: WD), Compass, Inc. (NYSE: COMP), LendingTree, Inc. (Nasdaq: TREE), Newmark Group, Inc. (Nasdaq: NMRK), Radian Group Inc. (NYSE: RDN), Zillow Group, Inc. (Nasdaq: ZG), loanDepot, Inc. (NYSE: LDI), Stewart Information Services Corporation (NYSE: STC), Redfin Corporation (Nasdaq: RFIN), Offerpad Solutions Inc. (NYSE: OPAD), Doma Holdings Inc. (NYSE: DOMA) and RE/MAX Holdings, Inc. (NYSE: RMAX). (5) Our company selected measure is Adjusted EBITDA. We believe this measure represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our PEO and our non-PEO NEOs for fiscal 2023 to our performance.

  32. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with performance, not all incentive measures are presented in the pay versus performance table above. We generally seek to incentivize long‐term performance and therefore do not specifically align performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S‐K) for a particular year. We provide information below about the relationship between the compensation actually paid to our PEO and Non‐PEO NEOs for 2023, 2022 and 2021 as shown in the pay versus performance table above and: •our cumulative TSR; •our net income; and •our Adjusted EBITDA. Compensation Actually Paid and Total Shareholder Return. The chart below illustrates the compensation actually paid to our PEO and non‐PEO NEOs in 2023, 2022 and 2021 in relation to our TSR, as well as our TSR compared to our performance group TSR over the same period. In 2023, 2022 and 2021 compensation actually paid was lower than Summary Compensation Table pay for both our PEO and non‐PEO NEOs. In 2022, compensation actually paid was negative, which aligned with the decline in our TSR. Compensation Actually Paid and Company Net Income. The chart below illustrates for 2023, 2022 and 2021 the compensation actually paid to our PEO and non‐PEO NEOs in relation to Company net income. In 2023, 2022 and 2021 compensation actually paid was lower than Summary Compensation Table pay for both our PEO and non‐PEO NEOs. In 2022, compensation actually paid was negative, which aligned with the decline in our net income. Compensation Actually Paid and Company Adjusted EBITDA. The chart below illustrates for 2023, 2022 and 2021 the compensation actually paid to our PEO and non‐PEO NEOs in relation to our Adjusted EBITDA. In 2023, 2022 and 2021 compensation actually paid was lower than Summary Compensation Table pay for both our PEO and non‐PEO NEOs. In 2022, compensation actually paid was negative, which aligned with the decline in Adjusted EBITDA.

  33. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The table below provides information with respect to incentive compensation granted to each of the named executive officers during the year ended December 31, 2023.

  34. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | | | | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Shares of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | Howard M. Lorber | 3/14/2023 | — | — | — | — | — | — | 1,312,500 | — | — | $4,043,750 | | | 3/14/2023 | — | $3,028,017 | $3,785,021 | — | — | — | — | — | — | $— | | Richard J. Lampen | 3/14/2023 | — | — | — | — | — | — | 525,000 | — | — | $1,617,500 | | | 3/14/2023 | — | $767,813 | $959,766 | — | — | — | — | — | — | $— | | J. Bryant Kirkland III | 3/14/2023 | — | — | — | — | — | — | 157,500 | — | — | $485,250 | | | 3/14/2023 | — | — | — | — | — | — | — | — | — | $— | | J. David Ballard | 3/14/2023 | — | — | — | — | — | — | 52,500 | — | — | $161,750 | | | 3/14/2023 | — | — | — | — | — | — | — | — | — | $— | | Scott J. Durkin | 3/14/2023 | — | — | — | — | — | — | 131,250 | — | — | $404,375 | | | 3/14/2023 | — | — | — | — | — | — | — | — | — | $— |

  35. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1)Represents the annual incentive awards made under the Plan on July 3, 2023. In 2023, target levels were equal to 150% of base salary for Mr. Lorber and 112.5% of base salary for Mr. Lampen. The actual bonus amounts earned for 2023 have been determined and paid in 2024 and are reflected in the “Non-Equity Incentive Plan Compensation” column in the 2023 Summary Compensation Table. Messrs. Durkin and Ballard do not participate in a non-equity incentive plan and instead, their right to receive an annual bonus is discretionary. Mr. Kirkland was not eligible for a bonus from Douglas Elliman for 2023. (2)Represents the aggregate grant date fair value of restricted stock granted under the 2021 Plan for the year ended December 31, 2023 as determined in accordance with FASB ASC Topic 718, rather than an amount paid to or realized by the named executive officer. Assumptions used in the calculation of such amount are included in note 12 to the Company’s audited financial statements for the year ended December 31, 2023 included in its Annual Report on Form 10-K filed with the SEC on March 8, 2024. These grants are subject to continued service conditions and their value is tied to the Company's future stock price; consequently, FASB ASC Topic 718 amounts included in the table may never be realized by the named executive officer.

  36. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The table below provides information with respect to the outstanding Douglas Elliman equity awards of the named executive officers as of December 31, 2023.

  37. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | Stock Awards | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Name | | | | Howard M. Lorber | 656,250(1) | $1,935,938 | | | 984,375(2) | $2,903,906 | | Richard J. Lampen | 262,500(1) | $774,375 | | | 393,750(2) | $1,161,563 | | J. Bryant Kirkland III | 78,750(1) | $232,313 | | | 118,125(2) | $348,469 | | J. David Ballard | 26,250(1) | $77,438 | | | 39,375(2) | $116,156 | | Scott J. Durkin | 65,625(1) | $193,594 | | | 98,437(2) | $290,389 |

  38. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    ___________________________ (1)These restricted shares vest in four equal annual installments. The first two tranches vested on December 15, 2022 and December 15, 2023 and the next two tranches will vest on each of December 15, 2024 and December 15, 2025, provided the recipient is then still an employee of the Company, subject to earlier vesting upon the recipient's death or disability, termination of employment without cause, resignation for good reason and change in control. (2)These restricted shares vest in four equal annual installments. The first vesting occurred on December 15, 2023 and the next three tranches will vest on each of December 15, 2024, December 15, 2025 and December 15, 2026, provided the recipient is then still an employee of the Company, subject to earlier vesting upon the recipient's death or disability, termination of employment without cause, resignation for good reason and change in control.

  39. STOCK VESTED IN YEAR ENDED DECEMBER 31, 2023

    STOCK VESTED IN YEAR ENDED DECEMBER 31, 2023 The table below provides information with respect to Douglas Elliman restricted stock awards that vested during 2023, as well as the value realized on the vesting date, based on the average of the high and low of Douglas Elliman’s Common Stock on December 15, 2023.

  40. STOCK VESTED IN YEAR ENDED DECEMBER 31, 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Howard M. Lorber | 656,250 | $1,660,312 | | Richard J. Lampen | 262,500 | $664,126 | | J. Bryant Kirkland III | 78,750 | $199,238 | | J. David Ballard | 26,250 | $66,412 | | Scott J. Durkin | 65,625 | $166,034 |

  41. PENSION BENEFITS AT 2023 FISCAL YEAR END

    PENSION BENEFITS AT 2023 FISCAL YEAR END The Company does not sponsor any defined benefit pension plans and therefore, there are no pension benefits at December 31, 2023.

  42. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  43. Compensation of Directors

    Compensation of Directors The compensation of the Company's non-employee directors is designed to be fair based on the amount of work required of directors of the Company. Under our current director compensation program, each of the non-employee directors receives: •annual cash retainer fee of $75,000; •annual committee retainer fee of $5,000; •additional annual fees for serving as the committee chairperson of $10,000 for each of the audit, compensation and human capital, and corporate responsibility and nominating committees; •periodic grants of shares of restricted stock (the Company granted each director 30,000 shares of restricted stock during 2023 (31,500 shares after adjusting for the stock dividend paid on June 30, 2023) and for 2024, 81,560 shares of restricted stock); •reimbursement for reasonable out-of-pocket expenses incurred in serving on the Company's Board; and •access to and payment for the Company's health, dental and standard life insurance coverage. The table below summarizes the compensation the Company paid to the non-employee directors for the year ended December 31, 2023.

  44. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2023

    NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2023

  45. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2023

    | | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Name | ($) (1) | ($) (2) (3) | ($) | ($) | | Ronald J. Kramer (6) | $95,000 | $97,050 | $2,286(4) | $194,336 | | Michael S. Liebowitz | $95,000 | $97,050 | $3,792(5) | $195,842 | | Lynn Mestel (6) | $85,000 | $97,050 | $3,708(4) | $185,758 | | Wilson L. White | $95,000 | $97,050 | $180(4) | $192,230 | | Mark D. Zeitchick | $85,000 | $97,050 | $774(4) | $182,824 |

  46. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2023

    ___________________________ (1)Represents service for the year ended December 31, 2023. (2)Represents the aggregate grant date fair value of restricted stock granted under the 2021 Plan on March 14, 2023, as determined in accordance with FASB ASC Topic 718. (3)Each director held 15,750 shares of unvested restricted stock at December 31, 2023. (4)Represents the value of life insurance insurance premiums paid by the Company in 2023. (5)Represents the value of health and life insurance premiums paid by the Company in 2023. (6)The named individual resigned from the Board of Directors effective July 2, 2024. Effective upon such resignation, all shares of previously unvested restricted stock vested in full.