DEF 14A of Seaport Entertainment Group Inc.
Filed Apr 23, 2025 · FY20240001558370-25-005286
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 NYSE American LLC (“NYSE American”). 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 2026 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—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. Anton D. Nikodemus, 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. Nikodemus, 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, 2025, 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 | | Anton D. Nikodemus | 61 | President, Chief Executive Officer and Director | | Matthew M. Partridge | 41 | Chief Financial Officer and Treasurer | | Lucy Fato | 58 | General Counsel and Corporate Secretary | | Michael A. Crawford | 57 | Director | | Monica S. Digilio | 62 | Director | | David Z. Hirsh | 62 | Director | | Anthony F. Massaro | 37 | Director |
EXECUTIVE OFFICERS AND DIRECTORS
Anton D. Nikodemus has served as our President and Chief Executive Officer, and Chairman of our board of directors, since 2023. Mr. Nikodemus has spent over 30 years in entertainment and hospitality leading the development and operations of industry premier destination brands. Prior to joining the Company, he served as President and Chief Operating Officer of CityCenter for MGM Resorts International from December 2020 to November 2023, where he oversaw operations for The Cosmopolitan of Las Vegas, Vdara Hotel & Spa and ARIA Resort & Casino. He also served as Portfolio President of Las Vegas Properties; President and Chief Operating Officer, Bellagio and Park MGM from April 2020 to December 2020 and President and Chief Operating Officer Luxury Portfolio at MGM Resorts International from February 2019 to March 2020. Mr. Nikodemus notably led the creation and development of the MGM National Harbor Hotel & Casino in Maryland and the MGM Springfield in Massachusetts. Mr. Nikodemus earned a B.S. in Business Management and Marketing from Arizona State University, and he completed the Advanced Finance Program at the Wharton School of the University of Pennsylvania. We believe that Mr. Nikodemus’ experience in entertainment and hospitality and his business management expertise make him qualified to serve on our board of directors. Matthew M. Partridge has served as our Chief Financial Officer and Treasurer since April 2024. Mr. Partridge has nearly 15 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 the 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), where he was responsible for accounting, asset management, corporate finance and investor relations, information technology and risk management. He held both roles from October 2020 to April 2024. Before that, Mr. Partridge served as Chief Operating Officer and Chief Financial Officer of Hutton Companies, a private commercial real estate development and investment company headquartered in Chattanooga, Tennessee, from August 2018 to September 2020. Mr. Partridge earned a B.B.A. in Finance from Eastern Michigan University and an M.B.A. in International Business and Finance from Xavier University. 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 until 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 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 advisory board of the Harvard Law School Center on the Legal Profession and on the board of directors of the Alfred E. Smith Memorial Foundation. 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. Michael A. Crawford has served as a member of our board of directors, our lead independent director and Chairman of the Nominating and Corporate Governance Committee since July 2024. Mr. Crawford currently serves 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.”), including its subsidiaries, Hall of Fame Village Media, Gold Summit Gaming, and Hall of Fame Village, which he joined in December 2018, and will continue to serve in such roles until May 18, 2025. Hall of Fame Resort & Entertainment Co. is a sports, entertainment and media enterprise headquartered in Canton, Ohio, established in 2020 as a result of a merger between HOF Village, LLC, a partnership between the Pro Football Hall of Fame and Industrial Realty Group, and Gordon Pointe Acquisition Corp. Effective May 19, 2025, Mr. Crawford will serve as Chief Executive Officer of Baillie Lodges. From 2014 to 2018, Mr. Crawford held numerous executive positions with the Four Seasons Hotels and Resorts Company (“Four Seasons”), starting as the President of Asia Pacific and subsequently becoming Global President of Portfolio Management. While at Four Seasons, he was responsible for business and capital planning, along with the design and construction of all new Four Seasons hotels and resorts worldwide, as well as overseeing global operations of all Four Seasons branded residential assets. Prior to his time at Four Seasons, Mr. Crawford spent almost 25 years at the Walt Disney Company (NYSE: DIS) where he rose to Senior Vice President and General Manager of Shanghai Disney Resort and President of Shanghai’s Walt Disney Holdings Company. Mr. Crawford’s learnings over decades of international business experience with these two global brands is well documented in his best-selling book, From the Mouse’s House to the Penthouse. Mr. Crawford currently serves on the board of directors of Texas Roadhouse, Inc. (Nasdaq: TXRH). Mr. Crawford earned a B.S. in Business Administration from Bowling Green State University and an M.B.A. 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 an Advisory Board Member for Cornell University’s Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship. She is also a member of the Women Corporate Directors Foundation and the National Association of Corporate Directors. 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 December 2024, 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, the LXR Hotels and Resorts portfolio from 2004 to 2010 and several investments in the retail and senior housing sectors. 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 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 of 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 his time at Apollo, he was an analyst in the investment banking division at Goldman Sachs. He earned a B.S. in Finance and Accounting from the Wharton School at the University of Pennsylvania. 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. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning our named executive officers’ compensation for the years ended December 31, 2024 and 2023. Prior to the separation, such amounts were determined by the HHH Compensation Committee and paid by HHH. Beginning August 1, 2024, amounts were paid by the Company. Stock-based awards granted by HHH prior to the separation were converted into stock-based awards covering Company shares on September 12, 2024 in connection with the separation.
Summary Compensation Table
| Name and Principal Position Following the Separation(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Nonequity Incentive Plan Compensation(6) | Other Compensation(7) | Total | | Anton Nikodemus | 2024 | 1,259,616 | 1,000,000 | 3,333,354 | 6,666,666 | 1,375,000 | 347,299 | 13,981,935 | | Chief Executive Officer | 2023 | 4,808 | — | 2,400,020 | | | | 2,404,828 | | Matthew Partridge Chief Financial Officer | 2024 | 279,231 | 200,000 | 1,900,041 | — | 618,750 | 96,230 | 3,094,252 | | Lucy Fato General Counsel | 2024 | 250,096 | — | 212,514 | — | 212,500 | 10,397 | 685,507 |
Summary Compensation Table
| (1) The principal positions shown in this column reflect the principal positions held with the Company following our separation from HHH. Mr. Nikodemus’ principal position with HHH until July 31, 2024 was Chief Executive Officer of HHH Seaport Division; Mr. Partridge’s position with HHH until July 31, 2024 was Chief Financial Officer, Seaport Entertainment; and Ms. Fato’s position with HHH until July 31, 2024 was General Counsel, Seaport Entertainment. |
Summary Compensation Table
| (2) The amounts shown represent salary paid by HHH prior to August 1, 2024 and by the Company on and after August 1, 2024, and, with respect to Mr. Partridge and Ms. Fato, reflect the named executive officer’s partial year of employment 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 transferred to the Company’s deferred compensation plan in connection with the separation. |
Summary Compensation Table
| (4) The amounts shown represent the aggregate grant date fair value of restricted stock awards (time-based vesting) granted to the named executive officers by HHH prior to the separation and by the Company after the separation, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC Topic 718”). Pursuant to SEC rules, the amounts exclude the impact of estimated forfeitures related to service-based vesting conditions. HHH provides information regarding the assumptions used to calculate the value of stock awards in Note 11 to the consolidated financial statements included in HHH’s Annual Report on Form 10-K for the year ended December 31, 2024. We provide information regarding the assumptions used to calculate the value of stock awards in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. See “Equity Compensation” below for more information on these awards and a discussion of the methodology for converting the HHH awards to Company awards in connection with the separation. |
Summary Compensation Table
| (5) The amount shown represents the aggregate grant date fair value of stock options granted to Mr. Nikodemus after the separation, computed in accordance with ASC Topic 718. The grant date fair value was calculated using the Black Scholes option pricing model. Pursuant to SEC rules, the amounts exclude the impact of estimated forfeitures related to service-based vesting conditions. The Company provides information regarding the assumptions used to calculate the value of stock options in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. See “Equity Compensation” below for more information on these awards. |
Summary Compensation Table
| (6) The amount shown represents the value of annual bonuses earned in respect of 2024 and paid in the first quarter of 2025. See “Annual Bonus” below for more information on these bonuses. |
Summary Compensation Table
| (7) The amounts reported for 2024 include the following: |
Summary Compensation Table
| | 401(K) Employer Contributions(a) | Executive LTD(b) | Aggregate Gross-ups(c) | Medjet Benefit(b) | PTO Payout | Personal Aircraft Use(d) | Relocation(e) | Temporary Housing(f) | Total | | Anton Nikodemus | — | $25,024 | $120,634 | $260 | $349 | $1,033 | $200,000 | — | $347,299 | | Matthew Partridge | — | $3,790 | $23,650 | — | — | — | $40,000 | $29,790 | $96,230 | | Lucy Fato | $9,154 | $862 | $381 | — | — | — | — | — | $10,379 |
Summary Compensation Table
| (a) The amount in this row represents HHH’s matching contributions made under HHH’s 401(k) plan. |
Summary Compensation Table
| (b) The amounts in these rows represent the dollar value of the disability insurance and travel insurance premiums paid by HHH and the Company on behalf of our named executive officers. |
Summary Compensation Table
| (c) The amounts in this row represent the dollar value of tax gross-up payments made by HHH and the Company to our named executive officers in respect of disability insurance premiums under HHH’s long-term disability plan as well as tax gross-up payments on relocation. |
Summary Compensation Table
| (d) A family member accompanied Mr. Nikodemus on a company business flight. |
Summary Compensation Table
| (e) The amounts in this row represent reimbursement of relocation expenses in connection with the named executive officers’ relocation to the New York, New York metropolitan area. |
Summary Compensation Table
| (f) The amount in this row represents the dollar value of temporary housing provided to Mr. Partridge in connection with his relocation to the New York, New York metropolitan area. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the number of shares of Company common stock underlying our named executive officers’ outstanding equity incentive plan awards as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Equity Incentive Plan Awards(1) | | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Anton Nikodemus | 8/7/2024(4) | | | | 126,455 | 3,534,417 | | | 8/7/2024(6) | 206,016 | 26.36 | 8/1/2034 | | | | | 8/7/2024(6) | 241,546 | 39.54 | 8/1/2034 | | | | | 12/29/2023(3) | | | | 49,574 | 1,385,593 | | Matthew Partridge | 8/7/2024(5) | | | | 34,143 | 954,297 | | | 4/1/2024(3) | | | | 37,323 | 1,043,178 | | Lucy Fato | 8/7/2024(5) | | | | 8,062 | 225,333 |
Outstanding Equity Awards at 2024 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 “Employment Agreements”). |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on December 31, 2024 (the last trading day of 2024), which was $27.95. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Originally granted as TBRS awards under the HHH 2020 Plan and converted in connection with the separation to cover shares of our common stock. Awards vest ratably on the first three anniversaries of the grant date, subject to the executive’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) This TBRSU award cliff vests on August 1, 2029, subject to Mr. Nikodemus’ continued service through the vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) These TBRSU awards vest ratably over three years on August 1, 2025, August 1, 2026, and August 1, 2027, subject to the executive’s continued service through the applicable vesting date, provided that the award will vest in full (to the extent then-unvested) upon the occurrence of a change of control of the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) These awards consist of stock options that cliff vest on August 1, 2029, subject to Mr. Nikodemus’ continued service through the vesting date. |
Director Compensation
Director Compensation
Director Compensation Program
Director Compensation Program Following the separation, our board of directors adopted our Independent Director Compensation Program effective October 17, 2024 (the “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 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, 2024.
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash($) | Stock Awards ($)(2) | Total ($) | | Michael Crawford Lead Independent Director Chair – Nominating and Corporate Governance Committee | 39,271 | 41,718 | 80,989 | | Monica Digilio Chair – Compensation Committee | 35,521 | 41,718 | 77,239 | | David Hirsh Chair – Audit Committee | 37,396 | 41,718 | 79,114 | | Anthony Massaro(3) | — | — | — |
Director Compensation Table
| (1) Mr. Nikodemus is a member of our board of directors and President and CEO of the Company, and his compensation for fiscal year 2024 is reported in the Summary Compensation Table and other tables and sections of this Proxy Statement. Mr. Nikodemus did not receive any additional compensation for his 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) 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. |