DEF 14A 1 def14a-50918_srg.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐ Preliminary Proxy Statement

☐ Confidential, for use of the Commission Only (as Permitted By Rule 14A-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

SERITAGE GROWTH PROPERTIES

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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500 Fifth Avenue

Suite 1530
New York, NY 10110
(212) 355-7800

April 9, 2021

Dear Shareholder:

The trustees and officers of Seritage Growth Properties (the “Company”) are pleased to invite you to attend the 2021 annual meeting of the Company’s shareholders on May 20, 2021 at 10:00 a.m. (Eastern Time). Due to the public health emergency created by the coronavirus pandemic (COVID-19) and to comply with government directives and support the health and wellbeing of our shareholders, this year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting www.meetingcenter.io/240071724. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Questions and Answers — How do I attend and vote shares at the Annual Meeting?” Any reference herein to attending the Annual Meeting, including any reference to “in person” attendance, means attending by remote communication via live webcast on the Internet.

The formal notice of this Annual Meeting and the Proxy Statement appear on the following pages. We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. After reading the Proxy Statement, please submit your proxy through the Internet, by touch-tone telephone or by requesting a printed copy of the proxy materials and using the enclosed proxy card. We must receive properly authorized proxies submitted via mail by May 19, 2021 to ensure they will be counted at the Annual Meeting. We encourage you to authorize a proxy to vote your shares via telephone or the Internet and to choose to view future mailings electronically rather than receiving them on paper. You may vote electronically via telephone or the Internet up to the time the polls close at the virtual meeting. Please review the instructions on each of your voting options described in this Proxy Statement, as well as the Notice of Internet Availability of Proxy Materials you received in the mail.

Whether or not you plan to attend the meeting, please read the Proxy Statement and vote your shares.

	Sincerely,

	Edward S. Lampert
	Chairman of the Board of Trustees
	Seritage Growth Properties
	500 Fifth Avenue
	Suite 1530
	New York, NY 10110

SERITAGE GROWTH PROPERTIES

500 Fifth Avenue

Suite 1530

New York, NY 10110

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 20, 2021

10:00 a.m. Eastern Time

We invite you to attend the 2021 annual meeting of shareholders (the “Annual Meeting”) of Seritage Growth Properties, a Maryland real estate investment trust (“Seritage,” “the Company,” “our company,” “we,” “our” or “us”), to consider and vote upon:

1. The election of Edward S. Lampert, John T. McClain and Allison Thrush as Class III trustees, each to serve until the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified;

2. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2021;

3. An advisory, non-binding resolution to approve the Company’s executive compensation program for our named executive officers, as described in the proxy statement; and

4. Any other business that may properly come before the meeting or any postponement or adjournment of the meeting.

The record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on March 25, 2021. Only shareholders of record at that date are entitled to notice of, and to vote at, the meeting. For more information, please read the accompanying Proxy Statement.

Due to the public health emergency created by the coronavirus pandemic (COVID-19) and in order to comply with government directives and support the health and wellbeing of our shareholders and others, this year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting by remote communication and vote and submit questions during the virtual Annual Meeting by visiting www.meetingcenter.io/240071724. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Questions and Answers — How do I attend and vote shares at the Annual Meeting?”. Any reference herein to attending the Annual Meeting, including any reference to “in person” attendance, means attending by remote communication via live webcast on the Internet.

It is important that your shares are represented at the meeting. Shareholders of record as of the close of business on the record date may vote their shares online at the virtual Annual Meeting, or authorize a proxy (1) by telephone, (2) through the Internet or (3) if you requested to receive printed proxy materials, by submitting your enclosed proxy card at any time prior to meeting. If you do not attend the meeting but your vote is submitted by telephone or Internet after 10:00 A.M., Eastern Time, on May 20, 2021, your vote will be cast as if you were personally present at the meeting.

If you are a shareholder of record as of the close of business on the record date or hold a legal proxy from a shareholder of record and attend and vote at the Annual Meeting, your vote at the Annual Meeting will replace any earlier vote.

	Sincerely,

	Matthew Fernand
	General Counsel,
	Executive Vice President and Secretary

April 9, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2021.

The Company’s Proxy Statement for the Annual Meeting and the 2020 Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available at www.edocumentview.com/SRG.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS	1
CORPORATE GOVERNANCE	8
Corporate Governance Practices	8
Environmental, Social and Governance Practices	8
Trustee Independence	9
Risk Management	10
Public Policy Matters	10
THE BOARD OF TRUSTEES	11
Board Membership	11
Committees of the Board of Trustees	11
Compensation Committee Interlocks and Insider Participation	14
Communications with the Board of Trustees	14
Board Leadership Structure	14
Nomination of Trustee Candidates	14
CERTAIN RELATIONSHIPS AND TRANSACTIONS	15
Review and Approval of Transactions with Related Persons	15
Our Relationships with Holdco and ESL	16
ITEM 1. ELECTION OF TRUSTEES	19
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	23
Security Ownership of Trustees and Management	23
Security Ownership of 5% Beneficial Owners	24
EXECUTIVE OFFICERS	25
COMPENSATION DISCUSSION AND ANALYSIS	27
Overview	27
Executive Summary and 2020 Performance Highlights	27
Compensation Philosophy	27
Determination of Compensation	29
Say-On-Pay	29
Elements of Compensation and Objectives	30
Compensation Committee Report	41
COMPENSATION OF EXECUTIVE OFFICERS AND TRUSTEES	42
Summary Compensation Table for the Fiscal Year ended December 31, 2020	42
Grants of Plan-Based Awards in 2020	43
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	44
Outstanding Equity Awards at Fiscal Year-End 2020	49

Stock Vested in 2020	51
Potential Payments Upon Termination or Change in Control	51
Compensation Program-Related Risk Assessment	57
Pay Ratio	57
COMPENSATION OF TRUSTEES	58
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	59
Independent Registered Public Accounting Firm Fees	59
REPORT OF THE AUDIT COMMITTEE	60
ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION	61
Other Business That May Come Before the Meeting	62
2022 Annual Meeting of Shareholders	62
DELINQUENT SECTION 16(A) REPORTS	63
Solicitation of Proxies	63
IMPORTANT	63

	Audit	Compensation	Nominating and Corporate Governance	Investment
D. Fawer	X		X*
E. Lampert				X
J. McClain	X*	X*
S. Osberg		X
T. Steinberg			X	X*
A. Thrush	X
2020 Meetings	5	4	1	2⁽¹⁾

	Common Shares Class A				Non-Economic Shares Class B				Non-Voting Shares Class C
Name of Beneficial Owner⁽¹⁾⁽²⁾	Number of Shares Beneficially				Number of Shares Beneficially				Number of Shares Beneficially				% of Total Voting
	Owned		Percent⁽³⁾		Owned		Percent		Owned		Percent		Power⁽⁴⁾
Brian Dickman⁽⁵⁾		12,983		*		—		—		—		—		*
Matthew Fernand		39,815		*		—		—		—		—		*
Kenneth Lombard		11,573		*		—		—		—		—		*
Mary Rottler		31,220		*		—		—		—		—		*
Benjamin Schall⁽⁵⁾		250,822		*		—		—		—		—		*
David S. Fawer		12,000		*		—		—		—		—		*
Edward S. Lampert		3,873,447		9.1%⁽⁶⁾		—		—		—		—		9.1%⁽⁶⁾
John T. McClain		2,600		*		—		—		—		—		*
Sharon Osberg		4,500		*		—		—		—		—		*
Thomas M. Steinberg		23,160		*		—		—		—		—		*
Allison L. Thrush		5,450		*		—		—		—		—		*
Andrea Olshan		20,734		*		—		—		—		—
Amanda Lombard		386		*		—		—		—		—		*
All trustees, named executive officers, other executive officers as
a group (15 persons)		4,312,823		10.1%		—		—		—		—		10.1%

Name	Age	Position
Andrea Olshan	41	Chief Executive Officer and President, Trustee
Amanda Lombard	37	Chief Financial Officer and Executive Vice President
Kenneth Lombard	66	Chief Operating Officer and Executive Vice President
Matthew Fernand	44	General Counsel, Executive Vice President and Secretary
James Bry	53	Executive Vice President of Development and Construction
Mary Rottler	45	Executive Vice President of Leasing and Operations
Andrew Galvin	44	Executive Vice President of Investments

Element	Objective
Base salary	Base salary provides the executive a level of predictable income and is set relative to the executive’s experience and the competitive marketplace.
Annual bonus opportunity	The annual bonus opportunity is designed to drive achievement of annual financial and operational results and key strategic activities that are linked to long-term Company goals. Individual awards are based on both Company and individual goal achievement.
Annual long-term equity awards (time-vested and performance-vested)	The equity incentive program is designed to directly align key executives’ interests with building shareholder value and includes grants of time-vested and performance-vested awards. Currently, 60% of the award’s total value consists of awards with performance-based vesting conditions. Awards vesting in 2020 include annual equity awards granted in 2018 and special incentive awards also granted in 2018, each of which included performance-based vesting conditions for 60% and 70%, respectively, of the total award’s value.
Participation in general employee benefit programs	A standard package of employee benefits is maintained to provide employees, including the NEOs, with retirement savings opportunities, medical coverage, and other standard health and welfare benefits.

Name	Target Bonus Opportunity, as a Percentage of Base Salary	Target Bonus Opportunity, as a Dollar Amount	Annual Bonus Opportunity Range, as Percentage of Base Salary (if threshold performance achieved) ⁽²⁾	Annual Bonus Opportunity Range (if threshold performance achieved), as a Dollar Amount
Benjamin Schall	140%	$1,225,000	50-175%	$437,500-$1,531,250
Brian Dickman	75%	$337,500	0-100%	$0-$450,000
Amanda Lombard ⁽¹⁾	35%	$99,750	0-35%	$0-$99,750
Kenneth Lombard	75%	$337,500	0-100%	$0-$450,000
Matthew Fernand	75%	$318,750	0-100%	$0-$425,000
Mary Rottler	50%	$195,000	0-75%	$0-$292,500

Name	2020 Bonus Equity Award Value ⁽¹⁾	2020 Bonus Equity Award Number of Shares ⁽¹⁾
Benjamin Schall	$0	0
Brian Dickman	$0	0
Amanda Lombard	$51,118	2,380
Kenneth Lombard	$168,750	7,859
Matthew Fernand	$209,063	9,737
Mary Rottler	$97,500	4,541

	Amount or Target/Max Range of Annual Long-Term Equity Award
Name	As Percentage of Base Salary	As Dollar Amount
Benjamin Schall	150%	$1,275,000
Brian Dickman	75-125%	$337,500-$562,500
Amanda Lombard ⁽¹⁾	35%	$99,750
Kenneth Lombard	75-125%	$337,500-$562,500
Matthew Fernand	50-100%	$212,500-$425,000
Mary Rottler	35-50%	$136,500-$195,000

Name	2019 Annual Equity Award Value Granted in March 2020
Benjamin Schall	$1,312,500
Brian Dickman	$344,250
Amanda Lombard	$71,250
Kenneth Lombard	$344,250
Matthew Fernand	$218,875
Mary Rottler	$138,255

Acadia Realty Trust	LTC Properties	Saul Centers
Agree Realty Corp.	National Health Investors, Inc.	Tanger Factory Outlet Centers
CareTrust REIT, Inc.	PREIT	Terreno Realty Corp.
Cedar Realty	Retail Opportunity Investments Corp	Urban Edge Properties
Getty Realty	Rexford Industrial Realty, Inc.	Urstadt Biddle Properties, Inc.
Kite Realty Group Trust	RPT Realty	Whitestone REIT

Company TSR Relative to Peer Group Index TSRs over Performance Period	CEO % of Granted RSUs Earned⁽¹⁾	Other NEOs % of Granted RSUs Earned⁽¹⁾
70^th Percentile and above (Maximum)	265%	175%
55^th Percentile (Target)	150%	100%
45^th Percentile (Threshold)	50%	50%
40^th Percentile (Minimum Threshold)	25%	25%
Below 40^th	0%	0%

Name	2020 Annual Equity Award Value Granted in March 2021
Benjamin Schall	N/A
Brian Dickman	N/A
Amanda Lombard	$100,000
Kenneth Lombard	$168,750
Matthew Fernand	$139,375
Mary Rottler	$68,250

Name ⁽¹⁾	Target Number of RSUs	Final Awarded Number of RSUs	Vested and Settled March 2020	Subject to Continued Vesting Following Determination (Vested January 1, 2021)
Benjamin Schall	20,211	28,578	28,578	0
Brian Dickman	5,165	6,560	3,280	3,280 ⁽¹⁾
Amanda Lombard	N/A	N/A	N/A	N/A
Kenneth Lombard	N/A	N/A	N/A	N/A
Matthew Fernand	3,593	4,563	2,281	2,282
Mary Rottler	1,849	2,348	1,174	1,174

Name	2017 Annual Performance-Vested Awards		2018 Special Incentive Performance-Vested Awards
	Target Number of RSUs	Final Awarded Number of RSUs - Vested and Settled in March 2021	Target Number of RSUs	Final Awarded Number of RSUs, Subject to Vesting until May 2, 2021
Benjamin Schall ⁽¹⁾	N/A	N/A	N/A	N/A
Brian Dickman ⁽¹⁾	N/A	N/A	N/A	N/A
Amanda Lombard ⁽²⁾	N/A	N/A	N/A	N/A
Kenneth Lombard ⁽²⁾	N/A	N/A	5,566	5,510
Matthew Fernand	4,148	4,106	11,132	11,020
Mary Rottler	2,379	2,355	8,347	8,263

Name and Principal Position		Year	Salary	Bonus	Stock Awards	Non-Equity Incentive Plan Compensation	All other compensation	Total
			($)	($)⁽¹⁾	($)⁽²⁾	($)	($)⁽³⁾	($)
Benjamin Schall⁽⁴⁾		2020	$538,462	$0	$1,706,276	$0	$43,816	$2,288,554
Former Chief Executive Officer and President		2019	$875,000	$0	$1,706,255	$1,225,000	$289,936	$4,096,191
		2018	$875,000	$0	$6,657,545	$1,255,625	$84,596	$8,872,766
Brian Dickman⁽⁵⁾		2020	$429,231	$0	$344,231	$0	$24,881	$798,343
Former Chief Financial Officer and Executive Vice		2019	$450,00	$0	$360,010	$340,875	$24,789	$1,175,674
President		2018	$450,000	$0	$971,856	$348,750	$20,617	$1,791,223
Amanda Lombard		2020	$291,952	$51,118	$78,383	$0	$11,890	$433,334
	Chief Financial Officer and Executive Vice President
Ken Lombard		2020	$434,921	$168,750	$344,231	$0	$13,500	$961,403
	Chief Operating Officer and Executive Vice	2019	$450,000	$0	$360,010	$340,875	$8,549	$1,159,435
	President	2018	$276,923	$300,000	$300,000	$348,750	$1,574	$1,227,247
Matthew E. Fernand		2020	$405,282	$209,063	$218,898	$0	$21,038	$854,281
	General Counsel, Executive Vice President, and	2019	$425,000	$0	$233,742	$321,938	$24,159	$1,004,839
	Secretary	2018	$425,000	$0	$850,007	$329,375	$18,003	$1,622,385
Mary Rottler		2020	$372,000	$97,500	$138,274	$0	$19,906	627,680
Executive Vice President of Leasing and Operations		2019	$390,000	$0	$142,346	$197,925	$19,999	$750,270
		2018	$390,000	$0	$593,378	$204,750	$14,732	$1,202,860

	Benjamin Schall	Brian Dickman	Kenneth Lombard	Matthew Fernand	Mary Rottler	Amanda Lombard
Retirement plan match ($)(a)	$13,500	$13,500	$13,500	$13,500	$13,500	$11,890
Dividends ($)(b)	$30,316	$11,381	-	$7,537	$6,405	-
Total	$43,816	$24,881	$13,500	$21,037	$19,905	$11,890

				Estimated possible payouts under non- equity incentive plan awards			Estimated future payouts under equity incentive plan awards
Name		Type/Plan	Grant Date	Threshold	Target	Maximum	Threshold	Target	Maximum	All other stock awards: Number of shares of stock or units	Grant date fair value of stock and option awards

				($)	($)	($)	(#)	(#)	(#)	(#)
Benjamin Schall	(1)	2019 Annual Time RSU	3/2/2020							15,700	525,008
	(2)	2019 Annual Perf RSU	3/2/2020				11,775	35,325	62,407		1,181,268
	(3)	2020 Annual Cash		$437,500	$1,225,000	$1,531,250
Brian Dickman	(1)	2019 Annual Time RSU	3/2/2020							4,118	137,706
	(2)	2019 Annual Perf RSU	3/2/2020				3,088	6,176	9,264		206,525
	(3)	2020 Annual Cash		$0	$337,500	$450,000
Amanda Lombard	(1)	2019 Annual Time RSU	3/2/2020							938	31,367
	(2)	2019 Annual Perf RSU	3/2/2020				703	1,406	2,109		47,017
	(3)	2020 Annual Cash		$0	$91,875	N/A
Kenneth Lombard	(1)	2019 Annual Time RSU	3/2/2020							4,118	137,706

	Stock Awards			Equity Incentive Plan Awards
Name	Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested	Number of unearned shares, units or other rights that have not vested		Market value of shares, units or other rights of stock that have not vested (8)
	(#)		($)	(#)		($)
Benjamin Schall	0		$0

				0		$0
Brian Dickman	0		$0

				0
Amanda Lombard	1,026	(3)(4)	$15,062


				199	(8)	$2,921
				1,406	(9)	$20,640
Kenneth Lombard	7,033	(2)(3)(4)	$103,244
				5,509	(7)	$80,869
				4,769	(8)	$70,009
				6,177	(9)	$90,678
Matthew E. Fernand	6,505	(1)(2)(3)(4)	$95,493
	2,282	(5)	$33,500
	4,107	(6)	$60,284
				11,021	(7)	$161,784
				3,097	(8)	$45,464
				3,927	(9)	$57,648
Mary Rottler	4,231	(1)(2)(3)(4)	$61,847
	1,174	(5)	$17,234
	2,355	(6)	$34,571
				8,264	(7)	$121,309
				1,886	(8)	$296,832
				2,481	(9)	$36,421

	Stock Awards
	Number of shares acquired on vesting	Value realized on vesting
Name	(#)⁽¹⁾⁽²⁾	($)⁽²⁾
Benjamin Schall	56,379	$563,401
Brian Dickman	11,411	$182,906
Amanda Lombard	44	$491
Kenneth Lombard	1,944	$17,736
Matthew Fernand	8,244	$123,919
Mary Rottler	5,781	$107,835

Name⁽¹⁾⁽²⁾	Cash Severance	Pro-rata Bonus⁽³⁾	COBRA and Other Benefits⁽⁴⁾	Equity Acceleration Value⁽⁵⁾⁽⁶⁾	Total
Termination by the Company without Cause or Resignation for Good Reason
Benjamin Schall⁽⁷⁾	$1,750,000	$0	$48,530	$2,645,864	$4,444,394
Amanda Lombard	$450,000	$0	$0	$38,608	$488,608
Kenneth Lombard	$665,000	$0	$10,740	$344,779	$1,020,519
Matthew E. Fernand	$640,000	$0	$19,140	$454,167	$1,113,307
Mary Rottler	$585,000	$0	$9,984	$299,017	$894,001
Termination by the Company for Cause or Resignation without Good Reason
Benjamin Schall	$0	$0	$0	$0	$0
Amanda Lombard	$0	$0	$0	$0	$0
Kenneth Lombard	$0	$0	$0	$0	$0
Matthew E. Fernand	$0	$0	$0	$0	$0
Mary Rottler	$0	$0	$0	$0	$0
Termination in event of Death or Disability
Benjamin Schall	$0	$0	$28,530	$2,645,864	$2,674,394
Amanda Lombard	$0	$0	$0	$38,608	$38,608
Kenneth Lombard	$0	$0	$10,740	$344,779	$355,519
Matthew E. Fernand	$0	$0	$19,140	$454,167	$473,307
Mary Rottler	$0	$0	$9,984	$299,017	$309,001
Change in Control
Benjamin Schall	$0	$0	$0	$2,645,864	$2,645,864
Amanda Lombard	$0	$0	$0	$38,608	$38,608
Kenneth Lombard	$0	$0	$0	$344,779	$344,779
Matthew E. Fernand	$0	$0	$0	$454,167	$454,167
Mary Rottler	$0	$0	$0	$299,017	$299,017

Name	Fees Earned or Paid in Cash ($)
Edward S. Lampert	100,000
David S. Fawer	100,000
Sharon Osberg	100,000
John T. McClain	130,000
Thomas M. Steinberg	100,000
Allison L. Thrush	100,000

	January 1, 2020 to December 31, 2020		January 1, 2019 to December 31, 2019
Audit Fees (1)	$	1,820,000	$	1,371,500
Audit-Related Fees	$	0	$	0
Tax Fees	$	547,496	$	553,930
Other Fees		—		—
Total	$	2,367,496	$	1,925,430

	By Order of the Board of Trustees

	Matthew Fernand
	General Counsel,
	Executive Vice President and Secretary