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CURRENT REPORT
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 19, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Seaport Entertainment Group Inc. (the “Company”), in its capacity as administrator of the Company’s 2024 Equity Incentive Plan, granted performance-vesting restricted stock units, or “Performance RSUs,” pursuant to an award agreement approved by the Committee (the “PSU Agreement”). The number of Performance RSUs that may be earned will be determined at the end of a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027 based on achievement of certain pre-established performance goals. Fifty percent of each award of Performance RSUs will vest based on the Company’s three-year annualized total shareholder return over the performance period relative to the Russell 2000 Index, and fifty percent of each award of Performance RSUs will vest based on the Company’s asset-level EBITDA for calendar year 2027, with a potential multiplier of 150% for the EBITDA portion of the award based on the Company’s 2027 Non-GAAP adjusted net income. To the extent earned based on achievement of the performance goals, the Performance RSUs are eligible to vest on March 7, 2028, subject to the holder’s continued employment through such date (subject to accelerated vesting in the case of certain qualifying terminations of employment or change in control). Any earned Performance RSUs that vest will be settled in shares of common stock, $0.01 par value per share, of the Company.
The target number of Performance RSUs granted to certain of the Company’s named executive officers is as follows: Matthew Partridge – 20,482; and Lucy Fato – 4,824. The actual number of each such officer’s Performance RSUs that can become earned and vested will range from 0% to 200% of the target number of Performance RSUs granted.
The foregoing description of the Performance RSUs is qualified in its entirety by reference to the full text of the PSU Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 25, 2025 | SEAPORT ENTERTAINMENT GROUP INC. | |
By: | /s/ Lucy Fato | |
Name: | Lucy Fato | |
Title: | EVP, General Counsel & Corporate Secretary | |