DEF 14A of Seritage Growth Properties
Filed Apr 30, 2025 · FY20240001174947-25-000655
Summary Compensation Table for the Fiscal Year ended December 31, 2024
Summary Compensation Table for the Fiscal Year ended December 31, 2024 The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2024 and 2023.
Summary Compensation Table for the Fiscal Year ended December 31, 2024
| Name and Principal Position | Year | Salary | Bonus | All other compensation | Total | | | | ($) | ($)(1) | ($)(2) | ($) | | Andrea L. Olshan | 2024 | 1,038,462 | 4,136,667 | 4,615 | 5,179,744 | | Former Chief Executive Officer and President | 2023 | 1,000,000 | 1,400,000 | 4,615 | 2,404,615 | | Matthew E. Fernand | 2024 | 441,346 | 1,363,985 | 13,800 | 1,819,131 | | Chief Legal Officer and Corporate Secretary | 2023 | 425,000 | 1,115,625 | 13,200 | 1,553,825 | | Eric Dinenberg | 2024 | 415,385 | 1,283,750 | 13,800 | 1,712,935 | | Chief Operating Officer | 2023 | 400,000 | 1,050,000 | 13,200 | 1,463,200 |
Summary Compensation Table for the Fiscal Year ended December 31, 2024
| (1) For Ms. Olshan, this represents (i) her 2024 annual bonus and (ii) annual long-term incentive awards that vested in 2024, for Mr. Fernand, this represents (i) his 2024 annual bonus, (ii) retention bonus payments, and (iii) annual long-term incentive awards that vested in 2024, and for Mr. Dinenberg, this represents (i) his 2024 annual bonus, (ii) retention bonus payments, and (iii) annual long-term incentive awards that vested in 2024. The preceding amounts are summarized in the table below: |
Summary Compensation Table for the Fiscal Year ended December 31, 2024
| Name | Annual Bonus ($) | Retention Bonuses ($) | Vested Annual Long-Term Incentive Awards ($)(a) | Total ($) | | Andrea L. Olshan | 1,470,000 | - | 2,666,667 | 4,136,667 | | Matthew E. Fernand | 334,688 | 816,797 | 212,500 | 1,363,985 | | Eric Dinenberg | 315,000 | 768,750 | 200,000 | 1,283,750 |
Summary Compensation Table for the Fiscal Year ended December 31, 2024
| (a) Represents total amount of the NEO’s annual long-term incentive awards granted in 2023 and 2024 that vested in 2024, which, as of December 31, 2024, included the individual long-term incentive award amounts summarized in the table below (each of which has been rounded to the nearest whole number for purposes of this table): |
Summary Compensation Table for the Fiscal Year ended December 31, 2024
| Name | Grant Date | Total LTI Award (each vests in three installments) ($) | Vesting Dates | 2024 Vested Installments ($) | Unvested Future Installments ($) | | Andrea L. Olshan | 3/15/2023 | 2,000,000 | 3/15/2024 | 666,667 | - | | | | | 12/31/2024 | 666,667 | - | | | | | 12/31/2025 | - | 666,667 | | | 3/15/2024 | 2,000,000 | 3/15/2024 | 666,667 | - | | | | | 12/31/2024 | 666,667 | - | | | | | 12/31/2025 | - | 666,667 | | Matthew E. Fernand | 3/15/2023 | 318,750 | 3/15/2024 | 106,250 | | | | | | 3/15/2025 | - | 106,250 | | | | | 3/15/2026 | - | 106,250 | | | 3/15/2024 | 318,750 | 3/15/2024 | 106,250 | | | | | | 3/15/2025 | - | 106,250 | | | | | 3/15/2026 | - | 106,250 | | Eric Dinenberg | 3/15/2023 | 300,000 | 3/15/2024 | 100,000 | | | | | | 3/15/2025 | - | 100,000 | | | | | 3/15/2026 | - | 100,000 | | | 3/15/2024 | 300,000 | 3/15/2024 | 100,000 | - | | | | | 3/15/2025 | - | 100,000 | | | | | 3/15/2026 | - | 100,000 |
Summary Compensation Table for the Fiscal Year ended December 31, 2024
In each case, the annual bonus, retention bonus, and annual long-term incentive awards were paid to each NEO, as applicable, in accordance with the terms of his or her employment agreement, as described under “Narrative Disclosure to Summary Compensation Table” below.
Summary Compensation Table for the Fiscal Year ended December 31, 2024
| (2) The amounts shown in this column for 2024 represent, in each NEO’s case, a matching contribution to the Company’s retirement plan. |
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth the outstanding equity awards held by our NEOs on December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End 2024
| | Stock Awards | | | Name | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | | | (#) | ($)(1) | | Andrea L. Olshan | 58,945(2) | 242,853 | | Matthew E. Fernand | 12,513(2) | 51,554 | | Eric Dinenberg | 11,777(2) | 48,521 |
Outstanding Equity Awards at Fiscal Year-End 2024
| (1) The market values of RSUs set forth in this table are calculated assuming a price of $4.12 per share, which was the closing market price of a Seritage common share on December 31, 2024, which was the last trading day of the year. |
Outstanding Equity Awards at Fiscal Year-End 2024
| (2) Represents the remaining unvested portion of annual time-based RSUs granted on March 15, 2022, which, in each case, vest in three substantially equal annual installments following the grant date, subject to continued employment through the applicable vesting date (other than in connection with certain terminations of employment, and as more fully described under the heading “Potential Payments Upon Termination or Change in Control” below). |
Outstanding Equity Awards at Fiscal Year-End 2024
As noted above under “Narrative Disclosure to Summary Compensation Table—Long-Term Incentives—Annual Long-Term Incentive Awards,” the Compensation Committee determined not to grant long-term incentive awards in the form of equity awards after March 2022. Instead, long-term incentive awards granted since then have been in the form of unvested cash awards. As a result, the table above does not include long-term incentive awards granted to our NEOs in recent years. For a summary of the long-term incentive awards granted to our NEOs since 2022 and vesting in 2024, please refer to the Summary Compensation Table and its footnotes.
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” or “CAP” and certain measures of the Company’s financial performance. The Compensation Committee did not consider the CAP measure below in making its compensation decisions for any of the years shown below. The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.
Pay Versus Performance Table
Pay Versus Performance Table The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation (calculated in the same manner as compensation is calculated for purposes of the Summary Compensation Table) for our principal executive officer (“PEO”) and, as an average, for our other named executive officers (“Non-PEO NEOs”), (ii) a measure of compensation referred to as “compensation actually paid” (calculated in accordance with Item 402(v) of Regulation S-K) for our PEO and, as an average, for our other Non-PEO NEOs, and (iii) certain financial performance measures, in each case, for our three most recently completed fiscal years. As discussed below under “Financial Performance Measures,” the Company did not use financial performance measures in 2024 to link CAP to the Company’s performance. As a result, the following table does not include an additional financial performance measure selected by the Company.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Andrea L. Olshan ($) | Compensation Actually Paid to Andrea L. Olshan ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) | Net Income (Loss) ($ in thousands) | | (a) | (b)(1) | (c)(2) | (d)(3) | (e)(4) | (f)(5) | (g)(6) | | 2024 | 5,179,744 | 4,841,189 | 1,766,033 | 1,670,608 | 31 | (153,536) | | 2023 | 2,404,615 | 760,735 | 1,005,675 | 873,197 | 70 | (154,911) | | 2022 | 4,464,584 | 3,509,293 | 772,206 | 701,980 | 89 | (120,097) |
Pay Versus Performance Table
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Olshan for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance Table
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Olshan for the corresponding year, as computed in accordance with Item 402(v) of Regulation S-K and as further described below. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Olshan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Olshan’s total compensation for each year to determine the CAP: |
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total for Ms. Olshan ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($)(a) | Compensation Actually Paid to Ms. Olshan ($) | | 2024 | 5,179,744 | - | (338,555) | 4,841,189 |
Pay Versus Performance Table
| (a) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid or accrued on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted in the Year and that are Unvested ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Prior Year- End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | - | (308,277) | - | (30,278) | - | - | (338,555) |
Pay Versus Performance Table
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Non-PEO NEOs in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Matthew Fernand and Eric Dinenberg; (ii) for 2023, John Garilli, Matthew Fernand, and Eric Dinenberg; and (iii) for 2022, John Garilli, Matthew Fernand, Eric Dinenberg, and Amanda Lombard. |
Pay Versus Performance Table
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs specified in footnote 3, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the CAP, using the same methodology described above in footnote 2: |
Pay Versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2024 | 1,766,033 | - | (95,425) | 1,670,608 |
Pay Versus Performance Table
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance Table
| Year | Average Year- End Fair Value of Equity Awards Granted in the Year and that are Unvested ($) | Average Year- over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Year- over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Prior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Average Equity Award Adjustments ($) | | 2024 | - | (63,518) | - | (31,907) | - | - | (95,425) |
Pay Versus Performance Table
| (5) Represents our cumulative TSR calculated by dividing the sum of the cumulative amount of dividends for the measurement period (as defined in Item 402(v)(2)(iv) of Regulation S-K), assuming dividend reinvestment, and 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. |
Pay Versus Performance Table
| (6) The dollar amounts reported represent our net income (loss) attributable to our common shareholders, as reflected in the Company’s audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the analysis below of the relationships between information presented in the Pay Versus Performance Table. The financial performance measures presented in the Pay Versus Performance Table are not used by the Company to make compensation decisions. Therefore, the information presented in the Pay Versus Performance Table and the outcomes of the analysis below are not reflective of our executive compensation program or philosophy. Compensation Actually Paid and Cumulative TSR In 2022, changes to the executive compensation program were instituted in connection with the Company’s announcement of its review of strategic alternatives. These changes included the elimination of new equity-based long-term incentive awards (that would have vested over three years) and provided, instead, grants of cash-based long-term incentive awards that vest in three installments. The change in the form of the long-term incentive awards also caused changes to occur in the method of reporting NEO compensation in the Summary Compensation Table and directly impacts the CAP calculations for the relevant years. Specifically, the values of the equity awards granted to each NEO in 2022 were reported, in the “Stock Awards” column of the Summary Compensation Table in 2022, in full, since that was the year of grant. The cash-based long-term incentive awards are reported in the “Bonus” column of the Summary Compensation Table on an as-vested basis. As a result, in 2023, no amount was reportable in connection with the cash-based long-term incentive awards and, in 2024, a portion of the 2023 long-term incentive awards and 2024 long-term incentive awards were reportable. This change impacted the reporting of Ms. Olshan’s compensation, in particular, because of the vesting dates that apply to her cash-based long-term incentive awards, which caused her 2023 CAP value to appear lower than it should and her 2024 CAP value to appear higher than it should. In reality, the compensation value that was granted to her was generally consistent year-over-year, after taking into account the 5% increase to her salary in 2024 under the terms of her employment agreement. Due to the changes to the executive compensation program to eliminate equity awards starting in 2022, as described above, there is generally no relationship between the NEOs’ CAP values for the reporting period as compared to the Company’s TSR for the same period. Compensation Actually Paid and Net Income (Loss) The Company does not use net income (loss) as a performance measure in its executive compensation program because it is neither a reliable indication of our Company’s performance nor an effective measure of long-term value creation for our Company. Therefore, even though the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Non-PEO NEOs was generally aligned with the Company’s net income (loss) over the three years presented in the Pay Versus Performance Table, we do not view our net income (loss) results as having a relationship to our executive compensation program.
COMPENSATION OF TRUSTEES
| Name | Fees Earned or Paid in Cash ($) | Total ($) | | Adam Metz | 200,000 | 200,000 | | John T. McClain | 180,000 | 180,000 | | Talya Nevo-Hacohen | 165,000 | 165,000 | | Mitchell Sabshon | 165,000 | 165,000 | | Allison L. Thrush | 150,000 | 150,000 | | Mark Wilsmann | 150,000 | 150,000 |