DEF 14A of Douglas Elliman Inc., Apr 30, 2025

DEF 14A of Douglas Elliman Inc.

Filed Apr 30, 2025 · FY20240001878897-25-000024

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 | | David K. Chene | 46 | Co-Founder, Co-Portfolio Manager and Co-Managing Partner of Kennedy Lewis Investment Management | | Michael S. Liebowitz | 56 | Director, President and Chief Executive Officer (Principal Executive Officer) | | Patrick J. Bartels Jr. | 49 | Managing Member, Redan Advisors LLC | | Richard J. Lampen | 71 | Chairman, High Pines Investments LLC | | Scott D. Vogel | 49 | Managing Member, Vogel Partners LLC | | Wilson L. White | 44 | Vice President, Global Affairs, Google | | Mark D. Zeitchick | 60 | 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 2025, 2026 and 2027 annual meetings. The current classes of our directors are as follows: •Class I directors, whose term will expire at this 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 2027, consist of Messrs. Bartels, Chene and Vogel. Two of the Company’s directors, Messrs. Lampen and White, are to be elected at the 2025 annual meeting to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. Each of Messrs. Lampen and White were initially elected in connection with the distribution of the Company from Vector Group Ltd. on December 29, 2021 by the board of directors of Vector Group upon recommendation of the corporate responsibility and nominating committee of Vector Group and were reelected at the Company’s 2022 Annual Meeting. 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. Mr. Chene was reelected at the Company’s 2024 annual meeting after being 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 and was reelected at the Company’s 2024 annual meeting. Mr. Vogel was identified by Mr. Chene 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 November 26, 2024 to serve as a Class III director. Until his resignation on October 21, 2024, Howard M. Lorber 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. Richard J. Lampen has served as a member of Company’s Board since December 2021 and currently serves as Chairman of High Pines Investments LLC. He most recently served as our Executive Vice President and Chief Operating Officer from December 2021 until his retirement from such position on December 13, 2024. He also served as a member of the Board of Managers of our subsidiary, Douglas Elliman Realty, LLC, from March 2023 until December 2024. Mr. Lampen served as Executive Vice President of Vector Group, which was listed on the NYSE under the symbol “VGR,” from 1995 until its acquisition by JT Group in October 2024. He also served as a member of Vector Group’s Board of Directors from January 2021 until its acquisition by JT Group in October 2024. From September 2006 to February 2020 until its acquisition by Advisor Group, a portfolio company of Reverence Capital Partners, he served as President and CEO as well as a director of Ladenburg Thalmann Financial Services, which was listed on the NYSE American Exchange under the symbol “LTS.” Mr. Lampen also served as Chairman of LTS from September 2018 to February 2020. From October 2008 until its acquisition by Pernod Ricard in October 2019, Mr. Lampen served as President and CEO as well as a director of Castle Brands Inc., which was listed on the NYSE American under the symbol “ROX.” 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 from 1995 to 2024, as well as his service as CEO of LTS and Castle Brands Inc. and as a director of other publicly traded corporations. 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.

  5. Business Experience and Qualifications of Continuing Directors

    Business Experience and Qualifications of Continuing Directors 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 presently serves on the board of directors of Pyxus International, Inc. (OTC Pink: PYX) and Millrose Properties, Inc. (NYSE: MRP), 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), Hexion Inc. (OTC: HXN) and Marblegate Acquisition Corp. (Nasdaq: GATEU). 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 and as Chairman of the Board of Directors since November 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. Michael S. Liebowitz has served as a member of the Company’s Board since December 2021 and as our President and Chief Executive Officer since October 2024. He also serves as a member of the Board of Managers of our subsidiary, Douglas Elliman Realty, LLC. 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 acquired or been a founder of companies, including Harbor Group Consulting LLC, National Financial Partners Corp. (NYSE: NFP), Innova Risk Management, and High Street Valuations. He served as Chairman and Chief Executive Officer of Nocopi Technologies Inc. (OTC QB: NNUP) from October 2022 to February 2025 as well as President and Chief Executive Officer of the Harbor Group Division of Alliant (and Managing Director and Executive Vice President of Alliant) and High Street Valuations until 2023 and Harbor and Innova until 2018 and 2019, respectively, when they were acquired by Alliant. Mr. Liebowitz also served on the boards of Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS) and The Hilb Group. He 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. 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. Mark D. Zeitchick has served as a member of the Company’s Board since December 2021 and as the Company’s lead independent director since November 2024. 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 its acquisition by Advisor Group in February 2020 and of Castle Brands Inc. from March 2014 until its acquisition by Pernod Ricard in 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. Business Experience and Qualifications of Continuing Directors

    Scott D. Vogel has served as a member of the Company’s Board since November 2024. Mr. Vogel is a senior investment professional with 25 years of experience and currently serves as the Managing Member at Vogel Partners LLC, a private investment and advisory firm specializing in independent board of director services, strategic and capital planning and corporate transformations within multiple industries. His professional experience includes investing in complex financial restructurings, liquidations and major litigation and process intensive situations. Mr. Vogel has led creditors’ committees and 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 governance, incentive alignment, management evaluation and recruitment, finance, accounting, capital markets transactions as well as mergers and acquisitions. Mr. Vogel served as Managing Director at Davidson Kempner Capital Management investing in distressed debt securities from 2002 through July 2016. Previously, he worked at MFP Investors, investing in special situations and turnaround opportunities for the private investment firm of Michael F. Price and at Chase Securities in its investment banking group. Mr. Vogel has previously served on the following public company boards: Arch Coal, Inc., Alpha Metallurgical Resources, Avaya Holdings Corporation, Faraday Future Intelligent Electric Inc., Key Energy Services, CBL & Associates Properties Inc., Seadrill Limited and American Addiction Centers and is currently a member of the boards of directors of several private companies. Mr. Vogel is a member of the Olin Alumni Board of Washington University and a member of the Advisory Board of Grameen America. Mr. Vogel received an MBA from The Wharton School of the University of Pennsylvania and a B.S.B.A. from the Olin Business School of Washington University in St. Louis. Mr. Vogel’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.

  7. EXECUTIVE COMPENSATION

    | | | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | ($) | | Michael S. Liebowitz | 2024 | $157,949 | $800,000 | $8,069,500(5) | $— | $— | $9,027,449 | | President and Chief Executive Officer | | | | | | | | | J. Bryant Kirkland III | 2024 | $146,297 | $300,000 | $894,000 | $— | $20,614(6) | $1,360,911 | | Executive Vice President, Secretary, Treasurer and Chief Financial Officer | 2023 | $— | $— | $485,250 | $— | $12,248 | $497,498 | | Stephen T. Larkin | 2024 | $340,000 | $50,000 | $91,500 | $— | $5,100(7) | $486,600 | | Vice President of Communications | | | | | | | | | Howard M. Lorber | 2024 | $1,721,388 | $— | $2,424,750 | $— | $36,317(8) | $4,182,455 | | Former President and Chief Executive Officer | 2023 | $2,018,678 | $— | $4,043,750 | $2,661,062 | $45,000 | $8,768,490 | | Richard J. Lampen | 2024 | $673,685 | $— | $960,750 | $— | $17,446(9) | $1,651,881 | | Former Executive Vice President and Chief Operating Officer | 2023 | $682,500 | $— | $1,617,500 | $674,760 | $26,299 | $3,001,059 |

  8. 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, the Company is 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 the Company aligns executive compensation with the Company’s performance. 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. As permitted under SEC rules applicable to smaller reporting companies, we are including three years of data and are not including a peer group total shareholder return, a company-selected measure or a tabular list of financial performance measures, as contemplated under item 402(v) of Regulation S-K.

  9. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for First PEO (1) | Compensation Actually Paid to First PEO (1)(2) | Summary Compensation Table Total for Second PEO (1) | Compensation Actually Paid to Second 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) | | Year | | | | | | | Total Shareholder Return (3) | | | 2024 | $4,182,455 | $(2,851,670) | $9,027,449 | $5,504,919 | $1,166,464 | $99,547 | $16.13 | $(76,316) | | 2023 | $8,768,490 | $7,544,897 | $— | $— | $1,434,764 | $1,232,871 | $28.5 | $(42,552) | | 2022 | $4,117,991 | $(4,960,134) | $— | $— | $834,842 | $(663,048) | $36.83 | $(5,622) |

  10. PAY VERSUS PERFORMANCE

    ___________________________ (1) Mr. Liebowitz is the principal executive officer (the “PEO”) and Mr. Lorber is the second PEO for purposes of calculating the amounts in each applicable year. Messrs. Kirkland, Larkin and Lampen are the non-PEO NEOs included for purposes of calculating the average amounts in 2024, 2023 and 2022. (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:

  11. PAY VERSUS PERFORMANCE

    | | | 2024 | | | | Adjustments: | | First PEO | Second PEO | Average of Non-PEO NEOs | | Summary Compensation Table Total as reported in Summary Compensation Table (“SCT”) | | $4,182,455 | $9,027,449 | $1,166,464 | | Adjustments: Additions (Subtraction) | | | | | | | Stock awards amounts as reported in SCT | (2,424,750) | (8,069,500) | (648,750) | | | Fair value at year end of awards granted during the covered fiscal year that remain outstanding and unvested (a) | | | 208,750 | | | Change in fair value of awards granted in any prior fiscal years that are outstanding and unvested at year end (a) | | | (64,000) | | | Fair value as of vesting date for awards granted and vested in the same year (a) | | | 83,333 | | | Change in fair value of awards granted in any prior fiscal years that are outstanding that vested in the year (a) | | 4,546,970 | (31,667) | | | Value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | (4,609,375) | | (614,583) | | Compensation Actually Paid (as calculated) | | $(2,851,670) | $5,504,919 | $99,547 |

  12. 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.

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

    Analysis of Information Presented in the Pay Versus Performance Table While the Company utilizes several performance measures to align executive compensation with performance, not all incentive measures are presented in the pay versus performance table above. The Company generally seeks 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. The Company provides information below about the relationship between the compensation actually paid to our PEO and Non‐PEO NEOs for 2024, 2023 and 2022 as shown in the pay versus performance table above and: •our cumulative TSR; and •our net income. Compensation Actually Paid and Total Shareholder Return. The chart below illustrates the compensation actually paid to our PEO and non‐PEO NEOs in 2024, 2023 and 2022 in relation to our TSR. In 2024, 2023 and 2022 compensation actually paid was lower than Summary Compensation Table pay for both our PEO and non‐PEO NEOs. In 2024, 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 2024, 2023 and 2022 the compensation actually paid to our PEO and non‐PEO NEOs in relation to Company net income. In 2024, 2023 and 2022 compensation actually paid was lower than Summary Compensation Table pay for both our PEO and non‐PEO NEOs. In 2024, compensation actually paid was negative, which aligned with the decline in our net income.

  14. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024 The table below provides information with respect to incentive compensation granted to each of the named executive officers during the year ended December 31, 2024.

  15. GRANTS OF PLAN-BASED AWARDS IN 2024

    | | | | | | | | | 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 ($) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | Michael S. Liebowitz (2) | 11/24/2024 | — | — | — | — | — | — | 1,500,000 | — | — | $3,900,000 | | | 11/24/2024 | — | — | — | — | — | — | 1,550,000 | — | — | $4,169,500 | | J. Bryant Kirkland III | 2/29/2024 | — | — | — | — | — | — | 150,000 | — | — | $274,500 | | | 10/31/2024 | — | — | — | — | — | — | 300,000 | — | — | $621,000 | | Stephen T. Larkin | 2/29/2024 | — | — | — | — | — | — | 50,000 | — | — | $91,500 | | Howard M. Lorber | 2/29/2024 | — | $— | $— | — | — | — | 1,325,000 | — | — | $2,424,750 | | Richard J. Lampen | 2/29/2024 | — | $— | $— | — | — | — | 525,000 | — | — | $960,750 |

  16. GRANTS OF PLAN-BASED AWARDS IN 2024

    ___________________________ (1)Represents the aggregate grant date fair value of restricted stock granted under the 2021 Plan for the year ended December 31, 2024 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, 2024 included in its Annual Report on Form 10-K filed with the SEC on March 17, 2025. 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. (2)Mr. Liebowitz’s equity grants prior to his appointment as an executive officer are not disclosed in the table above. Mr. Liebowitz was granted the following as a Board director before his appointment as CEO: 31,500 shares on December 31, 2021, 31,500 shares on March 14, 2023 and 81,560 shares on May 6, 2024.

  17. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The table below provides information with respect to the outstanding Douglas Elliman equity awards of the named executive officers as of December 31, 2024.

  18. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | | 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 ($) (1) | | Name | | | | Michael S. Liebowitz | 1,500,000(2) | $2,325,000 | | | 1,550,000(3) | $2,046,000 | | J. Bryant Kirkland III | 39,375(4) | $61,031 | | | 78,750(5) | $122,063 | | | 112,500(6) | $174,375 | | | 225,000(7) | $348,750 | | Stephen T. Larkin | 13,125(8) | $20,344 | | | 26,250(9) | $40,688 | | | 37,500(10) | $58,125 | | Howard M. Lorber | —(11) | $— | | Richard J. Lampen | —(12) | $— |

  19. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    ___________________________ (1)Market value is determined by using the closing price of our Common Stock on December 31, 2024 of $1.55 per share for all shares that have not vested except 1,550,000 PSUs held by Mr. Liebowitz, which was based on fair value of $1.32 per share which was computed using a Monte Carlo simulation of each relevant market date. (2)These restricted shares vest in three equal annual installments. The all three tranches will vest each of November 24, 2025, November 24, 2026 and November 24, 2027, 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. (3)These PSUs vest on January 1, 2028 in accordance with the Performance Thresholds. See “Michael S. Liebowitz Employment Agreement” in “Employment Agreements.” The amount reported represents fair value using a Monte Carlo simulation of each relevant measurement date. (4)These restricted shares vest in four equal annual installments. The first three tranches vested on December 15, 2022, 2023 and 2024 and the final tranche will vest on 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. (5)These restricted shares vest in four equal annual installments. The first two tranches vested on December 15, 2023 and 2024 and the next two tranches will vest on each of December 15, 2025 and 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. (6)These restricted shares vest in four annual installments. The first tranche vested on December 15, 2024 and the next three tranches will vest on each of December 15, 2025, 2026 and 2027, 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. (7)These restricted shares vest in four equal annual installments. The first three tranches vested on December 15, 2022, 2023 and 2024 and the final tranche will vest on December 15, 2025, provided the recipient is then still an employee of the Company, subject to earlier vesting upon change in control. (8)These restricted shares vest in four equal annual installments. The first three tranches vested on December 15, 2022, 2023 and 2024 and the final tranche will vest on 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. (9)These restricted shares vest in four equal annual installments. The first two tranches vested on December 15, 2023 and 2024 and the next two tranches will vest on each of December 15, 2025 and 2026, provided the recipient is then still an employee of the Company, subject to earlier vesting upon the recipient's death or disability. (10)These restricted shares vest in four equal annual installments. The first tranche vested on December 15, 2024 and the next three tranches will vest on each of December 15, 2025, 2026 and 2027, provided the recipient is then still an employee of the Company, subject to earlier vesting upon the recipient's death or disability. (11)In connection with Mr. Lorber’s cessation of employment with the Company, the Company cancelled 2,965,625 unvested shares of common stock subject to vesting pursuant to its 2021 Plan. (12)In connection with Mr. Lampen’s cessation of employment with the Company, the Company cancelled 1,181,250 unvested shares of common stock subject to vesting pursuant to its 2021 Plan.

  20. STOCK VESTED IN YEAR ENDED DECEMBER 31, 2024

    STOCK VESTED IN YEAR ENDED DECEMBER 31, 2024 The table below provides information with respect to Douglas Elliman restricted stock awards that vested during 2024, 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, 2024.

  21. STOCK VESTED IN YEAR ENDED DECEMBER 31, 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael S. Liebowitz (1) | — | $— | | J. Bryant Kirkland III | 191,250 | $384,890 | | Stephen T. Larkin | 38,750 | $77,984 | | Howard M. Lorber | — | $— | | Richard J. Lampen | — | $— |

  22. STOCK VESTED IN YEAR ENDED DECEMBER 31, 2024

    ___________________________ (1) The table does not include 15,750 shares, which Mr. Liebowitz vested on December 15, 2024 because the shares were associated with an equity award that he received on March 14, 2023 related to his service as a Board member.

  23. 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 received in 2024: •annual cash retainer fee of $450,000 for the lead independent director (effective November 26, 2024); •annual cash retainer fee of $75,000 for all other non-employee directors; •annual committee retainer fee of $5,000 in 2024 (effective January 1, 2025, $10,000 for each of the audit and compensation and human capital committee members and $5,000 for each of the corporate responsibility and nominating committee members); •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 approximately $115,000 of restricted stock and this amount has been increased to $150,000 per annum, effective January 1, 2025, for each director except for the lead independent director); •from time to time, special fees for serving on special committees; •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, 2024.

  24. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2024

    NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2024

  25. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2024

    | | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Name | ($) (1) | ($) (2) (3) | ($) | ($) | | David K Chene (5) | $192,500 | $120,899 | $135(4) | $313,534 | | Patrick J Bartels Jr. (5) | $190,000 | $120,899 | $135(4) | $311,034 | | Wilson L. White | $95,000 | $114,592 | $180(4) | $209,772 | | Scott D Vogel (6) | $7,133 | $115,575 | $23(4) | $122,731 | | Mark D. Zeitchick (9) | $280,770 | $114,592 | $774(4) | $396,136 | | Michael S. Liebowitz (7) | $252,500 | $114,592 | $645(4) | $367,737 | | Ronald J. Kramer (8) | $47,500 | $114,592 | $1,334(4) | $163,426 | | Lynn Mestel (8) | $42,500 | $114,591 | $2,163(4) | $116,754 |

  26. NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL YEAR 2024

    ___________________________ (1)Represents service for the year ended December 31, 2024. (2)Represents the aggregate grant date fair value of restricted stock granted under the 2021 Plan on May 6, 2024 (in the case of Messrs. Kramer, Liebowitz, White and Zeitchick and Ms. Mestel), July 31, 2024 (in the case of Messrs. Bartels and Chene) and December 4, 2024 (in the case of Mr. Vogel), as determined in accordance with FASB ASC Topic 718. (3)At December 31, 2024, Messrs. Chene and Bartels held 58,975 shares of unvested restricted stock, Messrs. Liebowitz, White and Zeitchick held 81,560 shares of unvested restricted stock and Mr. Vogel held 46,273 shares of unvested restricted stock. (4)Represents the value of life insurance premiums paid by the Company in 2024. (5)Messrs. Chene and Bartels were appointed to the Board on July 2, 2024. (6)Mr. Vogel was appointed to the Board on November 26, 2024. (7)The named individual was appointed President and CEO of the Company on October 22, 2024 and no longer receives fees for service as an independent director. The amount in the table reflects compensation for services as a director prior to October 22, 2024. (8)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. (9)Mr. Zeitchick received $42,800 as he was appointed as the Lead Independent Director for 2024.