DEF 14A of Seaport Entertainment Group Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047710
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our amended and restated bylaws provide that our board of directors shall consist of such number of directors as shall from time to time be determined by resolution of the board. Currently, the board is composed of five members, three of whom the board has determined are independent, as defined under the rules of the New York Stock Exchange (the “NYSE”). We do not have a classified board of directors. As a result, at each annual meeting of the Company’s stockholders, each of our directors will be elected to serve until the next annual meeting of stockholders and until their successor is duly elected and qualified. Each of the directors elected at the Annual Meeting will hold office until the 2027 Annual Meeting and until their successor has been duly elected and qualified. Pursuant to the investor rights agreement (as defined herein) and our amended and restated certificate of incorporation, Pershing Square Capital Management, L.P. (“Pershing Square”) has the right to nominate one individual for election as a director at this Annual Meeting. For additional information, see “Certain Relationships and Related Party Transactions—Agreements with Pershing Square—Investor Rights Agreement.” Pershing Square has designated Mr. Anthony F. Massaro as its nominee. As a result, and upon the recommendation of our Nominating and Corporate Governance Committee, the board has nominated Mr. Massaro as well as Mr. Matthew M. Partridge, Mr. Michael A. Crawford, Ms. Monica S. Digilio and Mr. David Z. Hirsh for re-election to serve as the directors of the Company. The persons named as proxies in the enclosed proxy card will vote to elect each director nominee named in this Proxy Statement unless a stockholder indicates that their shares should be withheld with respect to one or more of such nominees. If any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. All of the nominees are currently serving as directors, and we do not expect that any of them will be unavailable or will decline to serve. Each of the nominees has agreed to be named in this Proxy Statement and to serve as a director if elected. In determining that each director should be nominated for re-election, our board of directors considered their prior service, business experience, other directorships and the qualifications, attributes and skills described in the biographies set forth below under “Corporate Governance—Executive Officers and Directors.” We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Our board of directors unanimously recommends that you vote “FOR” the election of each of Mr. Partridge, Mr. Crawford, Ms. Digilio, Mr. Hirsh and Mr. Massaro.
Corporate Governance
Corporate Governance
EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE OFFICERS AND DIRECTORS Below is a list of the names and ages, as of April 23, 2026, of our directors and executive officers and a description of their business experience and other qualifications. There are no family relationships among any of our executive officers or directors.
EXECUTIVE OFFICERS AND DIRECTORS
| Name | Age | Position | | Matthew M. Partridge | 42 | President, Chief Executive Officer and Director | | Lenah Elaiwat | 42 | Chief Financial Officer and Treasurer | | Lucy Fato | 59 | General Counsel and Corporate Secretary | | Rebecca E. Sachs | 51 | Chief People Officer | | Michael A. Crawford | 58 | Director | | Monica S. Digilio | 63 | Director | | David Z. Hirsh | 63 | Director | | Anthony F. Massaro | 38 | Director |
EXECUTIVE OFFICERS AND DIRECTORS
Matthew M. Partridge has served as our President and Chief Executive Officer and as a member of our board of directors since September 2025. Prior to that, Mr. Partridge served as our Executive Vice President, Chief Financial Officer and Treasurer since April 2024. Mr. Partridge has nearly 20 years of experience in real estate and hospitality, across a variety of asset classes and operating models with public and private companies. Prior to joining the Company, Mr. Partridge was Senior Vice President, Chief Financial Officer and Treasurer for two publicly traded real estate investment trusts, CTO Realty Growth, Inc. (NYSE: CTO) and Alpine Income Property Trust, Inc. (NYSE: PINE) from 2020 to 2024. Previously, Mr. Partridge served as Chief Operating Officer and Chief Financial Officer of Hutton Companies, a private commercial real estate development and investment company from 2018 to 2020, and prior to Hutton, Mr. Partridge held similar roles with Agree Realty Corporation (NYSE: ADC) and Pebblebrook Hotel Trust (NYSE: PEB). Mr. Partridge earned a B.B.A. in Finance from Eastern Michigan University and an M.B.A. from Xavier University. We believe that Mr. Partridge’s experience in real estate and hospitality and his operational and business management expertise make him qualified to serve on our board of directors. Lenah Elaiwat has served as our Chief Financial Officer and Treasurer since December 2025. Ms. Elaiwat served as our Interim Chief Financial Officer and Treasurer from September 4, 2025 to December 1, 2025. Ms. Elaiwat also served as our Chief Accounting Officer from April 2024 to December 1, 2025. Ms. Elaiwat brings nearly 20 years of experience in finance and accounting within the real estate sector. Prior to joining the Company, Ms. Elaiwat was Chief Accounting Officer for Regis Group PLC, where she led the accounting and finance functions for two start-up real estate investment platforms from 2022 to 2024. From 2019 to 2022, she served as Vice President of Accounting and Finance at Midwood Investment and Development, a private commercial real estate developer in New York City, overseeing accounting, treasury, finance and investor relations. Earlier in her career, Ms. Elaiwat held the role of Vice President, Accounting and Finance at Colony Capital Inc. (NYSE: CLNY) and its predecessor, NorthStar Realty Finance (NYSE: NRF), a diversified real estate investment trust, from 2014 to 2019. She began her career in the real estate audit practice at Ernst & Young LLP. Ms. Elaiwat holds a B.S in Information Technology from NJIT and an M.B.A in Professional Accounting from Rutgers University. She is also a Certified Public Accountant. Lucy Fato has served as our General Counsel and Corporate Secretary since May 2024. Before joining the Company, Ms. Fato served as Vice Chair of American International Group, Inc. (“AIG”) (NYSE: AIG) from October 2023 through March 2024. Previously, beginning in 2017, she served as AIG’s General Counsel and Global Head of Communications and Government Affairs. Prior to her time at AIG, Ms. Fato served as Head of the Americas and General Counsel of Nardello & Co., a global private investigative firm, where she remains a member of the firm’s board of directors. In 2014 and 2015, Ms. Fato was General Counsel of McGraw-Hill Financial (now known as S&P Global Inc. (NYSE: SPGI)), and for nine years prior to that, she served as Deputy General Counsel and Corporate Secretary of Marsh & McLennan Companies, Inc. (NYSE: MMC). Ms. Fato began her legal career at Davis Polk & Wardwell LLP, where she spent fourteen years as a capital markets lawyer, including five as a partner in the firm’s Corporate Department. Ms. Fato currently serves on the board of directors of the Alfred E. Smith Memorial Foundation, on the advisory board of the Harvard Law School Center on the Legal Profession, and on the board of visitors of the University of Pittsburgh and University of Pittsburgh School of Law. Ms. Fato earned a B.A. in Business and Economics from the University of Pittsburgh and a J.D. from the University of Pittsburgh School of Law. Rebecca E. Sachs has served as our Chief People Officer since February 2024. Before joining the Company, Ms. Sachs served as Chief People Officer of Fundbox, an AI-powered financial platform for small businesses, from February 2022 through February 2023, where she led the global HR function and served as a key member of the executive team. Prior to Fundbox, Ms. Sachs served in senior human resources leadership roles at Condé Nast from January 2017 to February 2022, including as Senior Vice President and Head of Talent Management from January 2017 to December 2020 and as Senior Vice President People, Global Markets, from December 2020 to February 2022, where she oversaw a team across 11 countries during the company's transformation into a global, multi-platform media business. Earlier, she spent more than a decade at SiriusXM, rising through multiple leadership roles to Vice President of Human Resources and driving post-merger integrations, organizational redesigns and leadership development initiatives. She began her career in consulting at Deloitte Consulting and Ernst & Young and held an early role at the Federal Reserve Bank of New York. Ms. Sachs earned an M.B.A. from Harvard Business School and a B.A. in Economics, magna cum laude, from the University of Rochester. Michael A. Crawford has served as a member of our board of directors since July 2024, as independent Chairman of our board of directors since September 2025 and as Chairman of the Nominating and Corporate Governance Committee since July 2024. Mr. Crawford served as our Lead Independent Director from July 2024 to September 2025. Mr. Crawford has served as Chief Executive Officer of Beckons, a global hospitality company operating a collection of luxury lodges and experiential travel destinations in some of the world’s most remarkable locations, since May 2025. He leads Beckons’ strategic growth and operational performance. Prior to Beckons, Mr. Crawford served as Chairman of the Board and President and Chief Executive Officer for Hall of Fame Resort & Entertainment Company (Nasdaq: HOFV) (“Hall of Fame Resort & Entertainment Co.”), a multifaceted entertainment company including destination resorts, media, and gaming divisions, which he joined in December 2018. He led Hall of Fame Resort & Entertainment Co. through its public listing and development of Hall of Fame Village in Canton, OH. Earlier in his career, Mr. Crawford spent nearly 25 years with The Walt Disney Company, including serving as President of Walt Disney Holdings Shanghai. He later served as President of Portfolio Management and President of the Asia Pacific Region for Four Seasons Hotels and Resorts. Mr. Crawford additionally serves on the boards of Texas Roadhouse, Inc. (NASDAQ: TXRH) and The IRONMAN Group. He is a bestselling author and holds a BS in Business Administration from Bowling Green State University and an MBA from the University of Notre Dame. We believe that Mr. Crawford’s chief executive experience, in addition to his extensive hospitality industry, international business and strategic planning experience, make him qualified to serve on our board of directors.
EXECUTIVE OFFICERS AND DIRECTORS
Monica S. Digilio has served as a member of our board of directors and Chair of the Compensation Committee since July 2024. Ms. Digilio is the Founder, and has served as Chief Executive Officer, of Compass Advisors LLC, a strategic advisory firm that draws on her expertise in human resources, talent management, business leadership and organizational development since January 2021. Prior to establishing Compass Advisors, Ms. Digilio was the Executive Vice President and Chief Human Resources Officer for Caesars Entertainment Corporation from 2018 to 2020, where she led the Human Resources and Corporate Social Responsibility functions. Prior to her tenure at Caesars, Ms. Digilio spent six years as the Executive Vice President and Chief Human Resources Officer for Montage International and spent 12 years as the Executive Vice President of Global Human Resources & Administration for Kerzner International, the parent company of the Atlantis and One&Only brands. Ms. Digilio spent 10 years at ITT Sheraton, culminating in leading Human Resources for the North America division. Ms. Digilio currently serves on the boards of directors of Sunstone Hotel Investors (NYSE: SHO), CopperPoint Insurance Companies and The Venetian Resort Las Vegas. Ms. Digilio is a member of the Board of Trustees of Ithaca College, and also serves as an Advisory Board member for Cornell University’s Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship. Ms. Digilio earned both a B.S. in Communications and an M.S. in Corporate Communications from Ithaca College. We believe that Ms. Digilio’s real estate knowledge, labor relations, corporate governance, enterprise risk management and hospitality industry experience make her qualified to serve on our board of directors. David Z. Hirsh has served as a member of our board of directors and Chairman of the Audit Committee since July 2024. Commencing in January 2025, Mr. Hirsh began serving as an Independent Advisor to Town House Partners, a provider of consulting services in the global real estate industry. Previously, Mr. Hirsh served as Vice Chairman of Sterling Investors, a real estate investment firm, from January 2022 through December 2024. Prior to that, he served as Senior Advisor at Sterling Investors from April 2020 to December 2021. Mr. Hirsh previously spent approximately sixteen years working in the Real Estate Asset Management Group at Blackstone Inc. (“Blackstone”) in various roles until his retirement in January 2018 from the role of Managing Director. During his tenure at Blackstone, Mr. Hirsh’s most significant responsibilities included day-to-day oversight and strategic management of Equity Office Properties from 2009 to 2018, IndCor Industrial Properties from 2013 to 2015 and the LXR Hotels and Resorts portfolio from 2004 to 2010. Prior to joining Blackstone, Mr. Hirsh worked at Citigroup Inc. for approximately fifteen years, including six years in real estate asset management, where he led the hotel group, and five years in corporate finance, specializing in corporate real estate and project lending. Mr. Hirsh is involved in several philanthropic efforts including the THANC Foundation and CaringKind. He is also an Adjunct Professor and Vice Chair of the Advisory Board at the New York University Schack Institute of Real Estate, a former trustee of the Madison Square Park Conservancy and a trustee at Pace University. Mr. Hirsh served on the board of directors of SILVERspac Inc. (Nasdaq: SLVR) from September 2021 to September 2023. Mr. Hirsh earned a B.B.A in Public Accounting from Pace University and an M.S. in Real Estate Development and Investment from New York University. We believe that Mr. Hirsh’s finance and real estate experience make him qualified to serve on our board of directors. Anthony F. Massaro has served as a member of our board of directors since July 2024. Mr. Massaro is a partner and member of the investment team at Pershing Square, which he joined in 2013. Mr. Massaro was previously a private equity associate at Apollo Global Management (“Apollo”), where he focused on leveraged buyout and distressed debt investments across a wide range of industries. Prior to Apollo, he was an analyst at Goldman Sachs in the Natural Resources group. He earned a Bachelor of Science from the Wharton School at the University of Pennsylvania, where he graduated summa cum laude and beta gamma sigma in 2009. We believe that Mr. Massaro’s finance experience makes him qualified to serve on our board of directors.
Nominating and Corporate Governance Committee
| ● | reviewing and making recommendations to the board of directors regarding director compensation and other governance matters, including our charter, bylaws and other committee charters. |
Executive Compensation
Executive Compensation This section discusses the material components of the executive compensation program for our executive officers for whom disclosure is required under SEC rules. We are currently considered an “emerging growth company,” within the meaning of the Securities Act, for purposes of the SEC’s executive compensation disclosure rules. As such, our reporting obligations extend only to our “named executive officers,” who are the individuals who served as our principal executive officer and our next two other most highly compensated officers at the end of the last completed fiscal year. We refer to this group as our “named executive officers.” For the year ended December 31, 2025, our named executive officers were:
Executive Compensation
| ● | Matthew Partridge, President and Chief Executive Officer (Former Chief Financial Officer and Treasurer) |
Executive Compensation
| ● | Lenah Elaiwat, Chief Financial Officer and Treasurer (Former Interim Chief Financial Officer and Treasurer) |
Executive Compensation
| ● | Lucy Fato, General Counsel and Corporate Secretary |
Executive Compensation
| ● | Anton Nikodemus, former Chairman, President and Chief Executive Officer |
Executive Compensation
Mr. Partridge was promoted from Chief Financial Officer and Treasurer to President and Chief Executive Officer on September 4, 2025. He succeeded Mr. Nikodemus, who ceased to serve as our President and Chief Executive Officer effective as of September 4, 2025, but continued to serve in an advisory capacity to the Company until his separation from the Company on November 3, 2025. Also on September 4, 2025, Lenah Elaiwat was appointed Interim Chief Financial Officer and Treasurer. On December 1, 2025, Ms. Elaiwat was appointed Chief Financial Officer and Treasurer. As an emerging growth company, we are only required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning our named executive officers’ compensation for the years ended December 31, 2025 and 2024. Prior to our separation from HHH in 2024, compensation was determined by the HHH Compensation Committee and paid by HHH. Beginning August 1, 2024, amounts were determined by our Compensation Committee and paid by the Company. On September 12, 2024, stock-based awards granted by HHH were converted into stock-based awards covering Company shares.
Summary Compensation Table
| Name and Principal Position (1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($) | Nonequity Incentive Plan Compensation(5) | Other Compensation(6) | Total | | Matthew Partridge President & | 2025 | 642,019 | — | 1,933,495 | 341,918 | 618,750 | 20,384 | 3,556,566 | | Chief Executive Officer | 2024 | 279,231 | 200,000 | 1,900,041 | — | 618,750 | 96,230 | 3,094,252 | | Lenah Elaiwat | | | | | | | | | | Chief Financial Officer | 2025 | 352,765 | — | 361,422 | — | 216,966 | 20,029 | 951,182 | | Lucy Fato | 2025 | 438,000 | — | 219,010 | — | 219,000 | 22,839 | 898,849 | | General Counsel | 2024 | 250,096 | — | 212,514 | — | 212,500 | 10,397 | 685,507 | | Anton Nikodemus Former | 2025 | $840,144 | — | — | — | — | 3,784,233 | 4,624,377 | | Chief Executive Officer | 2024 | 1,259,616 | 1,000,000 | 3,333,354 | 6,666,666 | 1,375,000 | 347,299 | 13,981,935 |
Summary Compensation Table
| (1) The principal positions shown in this column reflect the named executive officers’ principal positions with the Company as of December 31, 2025, giving effect to executive transitions that occurred during 2025. |
Summary Compensation Table
| (2) For 2024, the amounts shown with respect to Mr. Partridge and Ms. Fato reflect the named executive officer’s partial year of employment in 2024. Ms. Elaiwat was not a named executive officer in 2024. |
Summary Compensation Table
| (3) Mr. Nikodemus and Mr. Partridge each received an initial one-time bonus paid by HHH following hire. Mr. Nikodemus deferred 50% of the bonus under the HHH non-qualified deferred compensation plan, which was later |
Summary Compensation Table
| transferred to the Company’s deferred compensation plan in connection with the separation of the Company from HHH. |
Summary Compensation Table
| (4) The amounts shown represent the aggregate grant date fair value of time-based restricted stock units (“TBRSUs”), stock options and performance-based restricted stock units (“PBRSUs”) granted to our named executive officers in the applicable fiscal year, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions made in the valuation of stock awards are discussed in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These values do not represent the actual value the recipient will or has received from the award. The terms of our stock awards are discussed under “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Equity Compensation” below. For PBRSUs granted in 2025, the grant date fair value is based on the probable outcome of the related performance share conditions at the time of grant, which reflects the target level of performance. If the maximum amount, rather than the probable amount, were reported in the table with respect to the PBRSUs, the aggregate value associated with the PBRSUs would be as follows for each named executive officer: Mr. Partridge $2,297,556, and Ms. Fato $219,010. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Equity Compensation” below for more information. |
Summary Compensation Table
| (5) The amounts shown represent the value of annual bonuses earned in respect of 2024 and 2025. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Annual Bonuses” below for more information. |
Summary Compensation Table
| (6) The amounts reported for 2025 include the following: |
Summary Compensation Table
| | 401(K) Employer Contributions(a) | Executive LTD(b) | Termination Payments(c) | Total | | Matthew Partridge | $17,500 | $2,884 | — | $20,384 | | Lenah Elaiwat | $17,500 | $2,592 | — | $20,092 | | Lucy Fato | $17,500 | $5,339 | — | $22,839 | | Anton Nikodemus | $17,500 | $5,182 | $3,761,551 | $3,784,233 |
Summary Compensation Table
| (a) The amounts in this column represent matching contributions made under the Company’s 401(k) retirement savings plan and, for Ms. Fato, includes a 2026 true-up contribution pertaining to a 2025 deferral. |
Summary Compensation Table
| (b) The amounts in this column represent the dollar value of long-term disability insurance premiums paid by the Company. |
Summary Compensation Table
| (c) The amount in this column represents two months of advisory consulting fees, a prorated bonus for 2025, and one year of base salary and target bonus paid to Mr. Nikodemus in connection with his termination of employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the number of shares of Company common stock underlying our named executive officers’ outstanding equity awards as of December 31, 2025:
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#) (1)(3) | Equity Inventive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | | 9/18/2025 | | | | | | 27,110 | 535,965 | | | 9/18/2025 | | | | 13,555 | 267,982 | | | | | 9/18/2025 | 22,189 | 25.23 | 9/18/2035 | | | | | | Matthew Partridge | 3/7/2025 | | | | | | 20,482 | 404,929 | | | 3/7/2025 | | | | 20,482 | 404,929 | | | | | 8/7/2024 | | | | 22,762 | 450,005 | | | | | 4/1/2024(6) | | | | 25,008 | 494,658 | | | | | 12/2/2025 | | | | 9,265 | 183,169 | | | | Lenah Elaiwat | 2/27/2025 | | | | 7,168 | 142,067 | | | | | 8/7/2024 | | | | 4,110 | 81,255 | | | | | 3/7/2025 | | | | 4,824 | 95,370 | | | | Lucy Fato | 3/7/2025 | | | | | | 4,824 | 95,370 | | | 8/7/2024 | | | | 5,375 | 106,264 | | | | Anton Nikodemus (2) | 8/7/2024 | 206,016 | 26.36 | 8/7/2034 | | | | | | | 8/7/2024 | 241,546 | 39.54 | 8/7/2034 | | | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Each award in this table is eligible to vest upon certain qualifying terminations of employment under the applicable named executive officer’s employment agreement (see “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements” above). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) All outstanding equity awards for Mr. Nikodemus vested upon his termination of employment with the Company. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) This column reflects PBRSUs subject to performance-based vesting, shown at target performance. The PBRSUs granted on March 7, 2025 will vest, subject to the achievement of certain performance and financial metrics, on March 7, 2028. The PBRSUs granted to Mr. Patridge on September 18, 2025 will vest, subject to the achievement of certain performance and financial metrics, on September 18, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) This column reflects TBRSUs subject to time-based vesting. Such TBRSUs vest ratably on the first, second and third anniversaries of the grant date, or, in the case of the TBRSUs (i) granted to Mr. Partridge and Ms. Fato on August 7, 2024, the first, second, and third anniversaries of August 1, 2024 and (ii) granted to Ms. Elaiwat on December 2, 2025, the first, second, and third anniversaries of December 1, 2025. 3,193 of the TBRSUs granted to Ms. Elaiwat on August 7, 2024 vested on August 1, 2025 and the remaining 4,110 TBRSUs will vest ratably on the first and second anniversary of August 1, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Market value is based on the closing price of the Company’s common stock on December 31, 2025 which was $19.77 per share. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) This award represents shares of restricted stock of the Company that were granted to Mr. Partridge in connection with the separation of the Company from HHH and the related pro rata spin-off distribution. The shares of restricted stock were granted pursuant to the Seaport Entertainment Group Inc. 2024 Equity Incentive Plan in replacement of shares of restricted stock originally granted by HHH on generally the same terms and conditions (including vesting schedules) as the original HHH award and in a manner intended to preserve the aggregate intrinsic value of the original HHH award. The shares of restricted stock vested or will vest annually in three substantially equal annual installments on the first, second, and third anniversaries of April 1, 2024. |
Director Compensation
Director Compensation
Director Compensation Program
Director Compensation Program Under the Director Compensation Program, each of our non-employee directors is eligible to receive an annual retainer, additional retainers for their service as Chairman, Lead Independent Director or on our board committees, and equity grants, as described below. Mr. Massaro has waived his right to any compensation and benefits from the Company that would otherwise be payable to him under the Director Compensation Program.
Director Compensation Table
Director Compensation Table The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2025.
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash($) | Stock Awards ($)(2) | Total ($) | | Michael Crawford Chairman of the Board(3) Chair – Nominating and Corporate Governance Committee | 91,250 | 100,054 | 191,304 | | Monica Digilio Chair – Compensation Committee | 80,000 | 100,054 | 180,054 | | David Hirsh Chair – Audit Committee | 83,750 | 100,054 | 183,804 | | Anthony Massaro(4) | — | — | — |
Director Compensation Table
| (1) Mr. Nikodemus, and subsequently Mr. Partridge, served as members of our board of directors and President and Chief Executive Officer of the Company during fiscal year 2025, and their compensation for fiscal year 2025 is reported in the Summary Compensation Table and other tables and sections of this Proxy Statement. Neither Mr. Nikodemus nor Mr. Partridge received any additional compensation for service on the board of directors. |
Director Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of fully vested shares of Company common stock granted to our non-employee directors in accordance with ASC Topic 718. The number of shares subject to each award was determined by dividing the dollar-denominated value by the fair market value of a share of our common stock on the grant date (or, in the event that the grant date is not a trading day, on the immediately preceding trading day), rounded up to the nearest whole share. |
Director Compensation Table
| (3) Effective September 4, 2025 and in connection with Mr. Nikodemus’s transition from his role as Chairman, President and Chief Executive Officer, Mr. Crawford, who served as Lead Independent Director of the board of directors, was appointed to fill the role of independent Chairman of the board of directors. Accordingly, the position of Lead Independent Director was eliminated. Mr. Crawford’s compensation for his service as Chairman continues to be $10,000, the same amount he received for his service as Lead Independent Director. |
Director Compensation Table
| (4) Mr. Massaro serves as the Pershing Square representative on our board of directors and has waived any compensation and benefits from the Company that would otherwise be payable to him under the Director Compensation Program. |