Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses SRG in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SRG in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Andrea Olshan | $327,115 | $666,667 | $0 | $0 | $0 | $0 | $5,392,234 | $6,386,016 |
| Former Chief Executive Officer and President | ||||||||
| Matthew Fernand | 463,413 | 1,533,122 | 0 | 0 | 0 | 0 | 14,000 | 2,010,535 |
| Chief Legal Officer and Corporate Secretary | ||||||||
| Eric Dinenberg | 436,154 | 1,442,938 | 0 | 0 | 0 | 0 | 14,000 | 1,893,092 |
| Chief Operating Officer | ||||||||
| Adam Metz | 735,081 | 0 | 0 | 0 | 0 | 0 | 87,500 | 822,581 |
| Chief Executive Officer and President | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Andrea Olshan | $6,386,016 | $5,179,744 | $2,404,615 | +1,206,272 |
| Matthew Fernand | 2,010,535 | 1,819,131 | 1,553,825 | +191,404 |
| Eric Dinenberg | 1,893,092 | 1,712,935 | 1,463,200 | +180,157 |
| Adam Metz | 822,581 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
The Compensation Committee believes that retaining key employees, including NEOs, is central to the Company's success in executing the Plan of Sale and maximizing shareholder value. The Company provides cash-based compensation packages including salary, annual bonuses, retention bonuses, and cash-based long-term incentive awards, avoiding equity-based awards to limit shareholder dilution and avoid performance metrics that are difficult to forecast in a wind-down context.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-09 | 16,048,602 | 18,687,428 | 2,500,909 | 46.2% | Failed |
| 2025 | 2025-06-10 | 10,223,150 | 10,924,298 | 597,529 | 48.34% | Failed |
| 2024 | 2024-06-05 | 14,073,174 | 9,108,681 | 242,831 | 60.71% | Passed |
| 2023 | 2023-06-06 | 15,576,078 | 4,979,785 | 15,098,390 | 75.77% | Passed |
| 2022 | 2022-10-24 | 20,470,704 | 8,347,533 | 16,738,011 | 71.03% | Passed |
| 2021 | 2021-05-20 | 20,692,853 | 3,694,850 | 2,140,350 | 84.85% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-09 | 46.2%a |
| 2025 | 2025-06-10 | 48.34%b |
| 2024 | 2024-06-05 | 60.71%c |
a. Approved under the standard stated in the filing — “Abstentions are not votes cast and will have no effect on the election of trustees, on the ratification of the 3 appointment of Deloitte & Touche LLP as our independent registered public accounting firm or on the advisory vote on the Company's executive compensation.”.
b. Approved under the standard stated in the filing — “Abstentions are not votes cast and will have no effect on the election of trustees, on the ratification of the 3 appointment of Deloitte & Touche LLP as our independent registered public accounting firm or on the advisory vote on the Company's executive compensation.”.
c. Approved under the standard stated in the filing — “Abstentions are not votes cast and will have no effect on the election of trustees, on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm or on the advisory vote on the Company's executive compensation.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| John T. McClainIndependent · Audit (Chair) · Compensation (Chair) | $180,000 | $0 | $0 | $0 | $0 | $180,000 |
| Mitchell SabshonIndependent · Lead Independent Director · Audit · Nominating and Corporate Governance | 165,000 | 0 | 0 | 0 | 0 | 165,000 |
| Talya Nevo-HacohenIndependent · Compensation · Nominating and Corporate Governance (Chair) | 165,000 | 0 | 0 | 0 | 0 | 165,000 |
| Allison L. ThrushIndependent · Compensation · Investment | 150,000 | 0 | 0 | 0 | 0 | 150,000 |
| Mark WilsmannIndependent · Audit · Nominating and Corporate Governance · Investment | 150,000 | 0 | 0 | 0 | 0 | 150,000 |
| Adam MetzEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $150,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 15,000 / 15,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $810,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $810,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Seritage Growth Properties | 2025 | Andrea Olshan | $327,115 | $0 | $0 | $0 | $6,386,016 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Andrea Olshan | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “COMPENSATION OF NAMED EXECUTIVE OFFICERS” · page 20. As printed: 6,386,016. Filing ↗machine: t85 · r5 · c5 · span 266478–266487 |
| 2 | Section 01, Matthew Fernand | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “COMPENSATION OF NAMED EXECUTIVE OFFICERS” · page 20. As printed: 2,010,535. Filing ↗machine: t85 · r7 · c5 · span 268017–268026 |
| 3 | Section 01, Eric Dinenberg | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “COMPENSATION OF NAMED EXECUTIVE OFFICERS” · page 20. As printed: 1,893,092. Filing ↗machine: t85 · r9 · c5 · span 269550–269559 |
| 4 | Section 01, Adam Metz | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “COMPENSATION OF NAMED EXECUTIVE OFFICERS” · page 20. As printed: 822,581. Filing ↗machine: t85 · r3 · c5 · span 265140–265147 |
| 5 | Section 07, pay ratio | 10-K | 2026-03-31 | 0001193125-26-134736 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, John T. McClain | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “Director Compensation”. As printed: 180,000. Filing ↗machine: t115 · r1 · c1 · span 395725–395732 |
| 7 | Section 08, Mitchell Sabshon | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “Director Compensation”. As printed: 165,000. Filing ↗ |
| 8 | Section 08, Talya Nevo-Hacohen | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “Director Compensation”. As printed: 165,000. Filing ↗machine: t115 · r2 · c1 · span 396225–396232 |
| 9 | Section 08, Allison L. Thrush | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “Director Compensation”. As printed: 150,000. Filing ↗ |
| 10 | Section 08, Mark Wilsmann | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “Director Compensation”. As printed: 150,000. Filing ↗ |
| 11 | Section 08, Adam Metz | DEF 14A | 2026-04-27 | 0001174947-26-000519 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-06-11 | 0001193125-26-267880 | Item 5.07 · say-on-pay result. As reported: 46.2% (votes for as printed: 16,048,602). Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-06-11 | 0000895345-25-000209 | Item 5.07 · say-on-pay result. As reported: 48.34% (votes for as printed: 10,223,150). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-06-06 | 0000895345-24-000215 | Item 5.07 · say-on-pay result. As reported: 60.71% (votes for as printed: 14,073,174). Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 09b board cost (computed) | Computed | — | computed | Cash 810,000 + equity 0 + all other 0 = 810,000, summed across the director compensation table rows.machine: formula: Σ = 810,000 |
| 17 | Seritage Growth Properties (subject), Section 10b CEO total | DEF 14A | 2026-04-27 | 0001174947-26-000519 | CEO total compensation as printed in Seritage Growth Properties's own proxy. As printed: 6,386,016. Filing ↗machine: t85 · r5 · c5 · span 266478–266487 |