Sector: Real Estate
SEAPORT ENTERTAINMENT GROUP INC · Meeting: June 8, 2026
Directors FOR
0
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Partridge joined as CFO in April 2024 (more than 24 months before the meeting), so the new-director exemption does not apply; SEG's stock has lost 34.5% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained 55.1%, a gap of 89.6 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns, and the five-year record is identical, confirming this is not a temporary trough.
Mr. Crawford has served since July 2024, which is approximately 23 months before the June 2026 meeting — just at or past the 24-month new-director exemption boundary; because his tenure meaningfully overlaps the underperformance period and the stock has declined 34.5% against the Russell 2000 Index (^RUT — Russell 2000) gain of 55.1% (a gap of 89.6 percentage points, well above the 30-point trigger), and the five-year return is no better, a vote against is warranted.
Ms. Digilio has served since July 2024, placing her at or past the 24-month exemption boundary at the time of the June 2026 meeting; SEG's stock has lost 34.5% while the Russell 2000 Index (^RUT — Russell 2000) gained 55.1%, a gap of 89.6 percentage points that exceeds the 30-point trigger for companies with negative absolute returns, and the five-year return offers no mitigation, supporting a vote against.
Mr. Hirsh has served since July 2024, placing him at or past the 24-month exemption boundary at the June 2026 meeting; the stock has lost 34.5% compared with a 55.1% gain for the Russell 2000 Index (^RUT — Russell 2000), a gap of 89.6 percentage points far above the 30-point trigger, and the five-year TSR is equally negative, confirming sustained underperformance during his tenure.
Mr. Massaro has served since July 2024 as Pershing Square's designated board representative, placing him at or past the 24-month exemption boundary; like his fellow directors, he oversaw a period in which SEG lost 34.5% while the Russell 2000 Index (^RUT — Russell 2000) gained 55.1%, a gap of 89.6 percentage points well above the 30-point trigger, and the five-year return provides no mitigation.
For Analysis
All five directors are subject to the TSR underperformance trigger: SEG's stock has lost approximately 34.5% over both the three- and five-year periods while the Russell 2000 Index (^RUT — Russell 2000) gained 55.1% over three years, producing an 89.6 percentage-point gap that far exceeds the 30-point threshold applicable to companies with negative absolute returns. Every nominee joined the board in mid-2024, and while all are close to or just past the 24-month new-director exemption boundary, their tenure meaningfully overlaps the underperformance period. The five-year TSR offers no mitigation. Attendance, independence, qualifications, overboarding, and familial-relationship screens raise no separate concerns. The vote against all five is driven solely by the TSR trigger.
CEO
Matthew Partridge
Total Comp
$3,556,566
Prior Support
N/A
SEG is an emerging growth company in its first full year as a public company, and this appears to be its first Say on Pay vote, so no prior-year support failure applies. CEO Matthew Partridge's total compensation of approximately $3.56 million reflects a mid-year promotion from CFO to CEO with a base salary that stepped up to $800,000 only in September 2025, placing him in a reasonable range for a small-cap real estate CEO; the pay mix is heavily weighted toward variable pay — salary represented roughly 18% of his total reported pay while stock awards, option awards, and performance bonuses together comprised the remainder, well above the 50-60% variable-pay threshold. The company's performance-based stock awards are tied to three-year relative total shareholder return versus the Russell 2000 Index (^RUT — Russell 2000) and an operating EBITDA metric, which are meaningful performance conditions, and the company maintains a clawback policy compliant with SEC and NYSE rules, so the overall compensation structure passes the policy screens.
Auditor
Grant Thornton LLP
Tenure
0 yrs
Audit Fees
$946,829
Non-Audit Fees
$0
Grant Thornton was newly appointed on April 1, 2026, so tenure concerns do not apply; in the most recent completed fiscal year (2025) KPMG charged $946,829 in audit fees and zero in non-audit or other fees, giving a non-audit ratio of 0%, well below the 50% threshold, and Grant Thornton is a large national firm appropriate for a $285 million market cap company, so no policy trigger fires.
The 2026 Seaport Entertainment Group annual meeting presents two management proposals and no stockholder proposals; the auditor ratification (Grant Thornton, newly appointed) and Say on Pay both pass policy screens and receive FOR votes, but all five director nominees are voted AGAINST because SEG's stock has lost 34.5% over three and five years while the Russell 2000 Index (^RUT — Russell 2000) gained 55.1% over three years, a gap of 89.6 percentage points that far exceeds the 30-point trigger threshold applicable to companies with negative absolute returns.
1 companies disclosed in 2026 proxy filing
