Anthony Massaro

About Anthony F. Massaro

Anthony F. Massaro, age 37, is a director of Seaport Entertainment Group Inc. (SEG) and the designated nominee of Pershing Square Capital Management under SEG’s investor rights agreement. He joined Pershing Square in 2013 and previously worked at Apollo Global Management (private equity associate) and Goldman Sachs (investment banking analyst). He holds a B.S. in Finance and Accounting from the Wharton School, University of Pennsylvania. He has served on SEG’s board since July 2024 and is not classified as an independent director under NYSE American rules .

Past Roles

External Roles

Board Governance

• Board size: 5 directors; lead independent director: Michael A. Crawford .
• Independence: Board determined Crawford, Digilio, and Hirsh are independent; Massaro not included in the independent list .
• Meetings: Board met 4 times in 2024; Audit Committee met 2 times; Compensation and Nominating committees did not meet in 2024; each director attended at least 75% of meetings (Massaro included) .
• Executive sessions: Independent directors meet in executive session at least twice per year .

Fixed Compensation

• Director Compensation Program: Annual cash retainer $50,000; lead independent director $10,000; Audit Chair $20,000 ($10,000 members); Compensation Chair $15,000 ($8,750 members); Nominating Chair $12,500 ($5,000 members). Directors may elect stock in lieu of cash for retainers; quarterly equity awards of fully vested shares ($25,000 per quarter) for non-employee directors, with initial fully vested shares of $16,712 for August 1, 2024 appointees .
• Massaro waiver: Mr. Massaro waived all compensation and benefits under the Director Compensation Program (no cash fees or equity) .

Performance Compensation

• Structure: Director equity awards are fully vested shares (no performance conditions or metrics); directors do not receive meeting fees; compensation subject to plan limits .

Other Directorships & Interlocks

• Public company boards: No other public company directorships disclosed for Massaro in SEG’s proxy biography .
• Interlocks/conflicts signals:
  • Pershing Square beneficially owns 39.6% of SEG and has board nomination and registration rights under an Investor Rights Agreement; rights include unlimited demand registrations (with frequency limits) and piggyback rights; nomination rights scale to at least 20% of board seats if board size increases beyond five .
  • Backstop Agreement for SEG’s October 2024 rights offering (up to $175 million), with standstill through January 31, 2026; PSCM exercised pro rata rights; no additional shares purchased due to oversubscription .

Expertise & Qualifications

• Finance and investing expertise: Partner at Pershing Square; prior private equity (Apollo) and investment banking (Goldman Sachs) experience .
• Education: B.S., Finance and Accounting, Wharton School, University of Pennsylvania .

Equity Ownership

• Beneficial ownership: 33 shares; less than 1% voting power .
• Insider trading activity (Form 4):
  • 10/18/2024: Exercised/settled subscription rights at $25; acquired 19 common shares; 14 subscription rights disposed; post-transaction ownership 33 shares; filing date 10/22/2024 .
• Stock ownership guidelines: Non-employee directors must maintain beneficial ownership equal to or greater than 5x annual cash retainer; compliance within 5 years of appointment .

Governance Assessment

• Strengths

  • Attendance and engagement: Each director attended at least 75% of board/committee meetings in 2024; board held four meetings; independent director executive sessions at least twice per year, with a lead independent director structure in place .
  • Formal governance frameworks: Corporate Governance Guidelines, Code of Conduct, Related Party Transactions Policy administered by the Audit Committee, and Clawback Policy (SEC/NYSE-compliant) adopted at separation for executive incentive compensation .

• Risks and red flags

  • Independence and potential conflicts: Massaro is Pershing Square’s nominee and not classified as an independent director; PSCM’s 39.6% ownership with nomination and registration rights may create perceived influence over board decisions and related-party transaction oversight .
  • Ownership alignment: Massaro’s individual beneficial ownership is modest at 33 shares; while director ownership guidelines require 5x annual cash retainer within five years, his waiver of compensation means equity from the director program is not accruing, potentially slowing guideline compliance via program grants .
  • Shareholder voting signal: Massaro received 246,384 withhold votes versus peers at the 2025 Annual Meeting, indicating relatively higher dissent compared to other nominees, though all nominees were elected .

• Related-party exposure

  • Agreements with PSCM: Backstop and standstill provisions through January 31, 2026; investor rights agreement governing registration and nomination rights; these transactions fall under the company’s RPT Policy and Audit Committee oversight .

• Committee effectiveness

  • Massaro is not a member of Audit, Compensation, or Nominating committees, reducing direct involvement in financial reporting, pay decisions, or nominations oversight; these committees are chaired and staffed exclusively by independent directors .

Overall, Massaro brings deep finance expertise and investor perspective from PSCM, but his non-independent status, PSCM’s significant ownership/nomination rights, and low personal share ownership warrant close monitoring for potential conflicts and alignment concerns .