Sector: Real Estate
SEAPORT ENTERTAINMENT GROUP INC · Meeting: June 8, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors to Serve Until the Company's 2027 Annual Meeting of Stockholders
Partridge joined the board in September 2025 (less than 24 months ago), so he is exempt from the TSR underperformance trigger; he has relevant real estate and hospitality experience, no attendance issues, and no overboarding concerns.
Crawford joined the board in July 2024 (under 24 months ago), making him exempt from the TSR trigger; he brings extensive hospitality and CEO experience, all attendance requirements were met, and he holds two public board seats (SEG and Texas Roadhouse) which does not exceed the four-seat overboarding threshold for non-executive directors.
Digilio joined the board in July 2024 (under 24 months ago), so she is exempt from the TSR trigger; she has deep hospitality and human resources experience relevant to SEG's business, met all attendance requirements, and her board seats (SEG, Sunstone Hotel Investors, CopperPoint, and The Venetian Resort) total four seats but the policy threshold for non-executive directors is four or more public company board seats — Sunstone is a public company but CopperPoint and The Venetian are private, so her public board count appears to be two (SEG and Sunstone), below the trigger.
Hirsh joined the board in July 2024 (under 24 months ago), making him exempt from the TSR trigger; he has substantial real estate finance expertise from Blackstone and Citigroup, qualifies as an audit committee financial expert, met all attendance requirements, and holds no other current public company board seats.
Massaro joined the board in July 2024 (under 24 months ago) and is exempt from the TSR trigger; he is the Pershing Square representative with relevant finance and investment experience, met all attendance requirements, and holds no other disclosed public company board seats.
All five director nominees joined the board in mid-2024 or later — all within the 24-month new-director exemption window — so none are subject to the TSR underperformance trigger. No overboarding, attendance, independence, or familial relationship concerns were identified. Vote FOR all five nominees.
CEO
Matthew Partridge
Total Comp
$3,556,566
Prior Support
N/A
CEO Matthew Partridge received total compensation of approximately $3.56 million in 2025, which is reasonable for a newly promoted CEO at a $333 million market cap entertainment and real estate company. His pay mix is appropriately structured — roughly 18% fixed salary, with the majority in stock awards, stock options, and performance-based bonuses — well above the 50-60% variable pay threshold. The performance-based stock awards (performance-based restricted stock units) vest based on three-year total shareholder return relative to the Russell 2000 Index (^RUT — Russell 2000) and an internal operating earnings metric, representing genuine performance conditions tied to shareholder outcomes. The company has a clawback policy in compliance with SEC and NYSE requirements, and this is SEG's first say-on-pay vote as a standalone public company so there is no prior-year support history to evaluate.
Auditor
Grant Thornton LLP
Tenure
0 yrs
Audit Fees
$946,829
Non-Audit Fees
$0
Grant Thornton was only just appointed on April 1, 2026, so there are no tenure concerns. In 2025 (the most recent completed fiscal year under the outgoing auditor KPMG), non-audit fees were zero against audit fees of $946,829, giving a non-audit ratio of 0% — well below the 50% threshold. There were no reported disagreements or restatements, and Grant Thornton is a large national firm appropriate for SEG's size and complexity.
Meeting held June 8, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Matthew M. Partridge | 99.3% | 8.6M | 65,026 | ✓ Elected |
| Anthony F. Massaro | 98.7% | 8.6M | 111,453 | ✓ Elected |
| David Z. Hirsh | 89.1% | 7.7M | 950,965 | ✓ Elected |
| Monica S. Digilio | 89.0% | 7.7M | 956,431 | ✓ Elected |
| Michael A. Crawford | 88.8% | 7.7M | 978,078 | ✓ Elected |
Auditor Ratification
For 11.4M · Against 2,031 · Abstain 11,504
SEG's 2026 annual meeting presents a clean two-proposal ballot covering director elections and auditor ratification, with no say-on-pay proposal formally listed on the ballot (the company is an emerging growth company and the filing does not include a formal say-on-pay vote item in the proxy card). All five director nominees are within the 24-month new-director exemption from TSR scrutiny, Grant Thornton is a newly appointed auditor with no fee or tenure concerns, and CEO compensation appears reasonably structured with genuine performance conditions.
1 companies disclosed in 2026 proxy filing
