David Hirsh
About David Hirsh
David Z. Hirsh, 62, is an independent director of Seaport Entertainment Group (SEG) and serves as Chairman of the Audit Committee. He joined the board in July 2024 and is designated an “audit committee financial expert.” His background spans senior real estate asset management roles at Blackstone, leadership roles at Citigroup, and advisory positions in real estate, with degrees in Public Accounting (B.B.A., Pace University) and Real Estate Development & Investment (M.S., NYU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Inc. | Managing Director, Real Estate Asset Management Group; retired January 2018 | ~16 years to Jan 2018 | Oversight of Equity Office Properties (2009–2018), IndCor Industrial (2013–2015), LXR Hotels & Resorts (2004–2010); investments in retail and senior housing |
| Citigroup Inc. | Real Estate Asset Management (led hotel group); Corporate Finance (corporate real estate, project lending) | ~15 years | Led hotel group in asset management; corporate finance specialization |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Town House Partners | Independent Advisor | Commencing Dec 2024 | Real estate consulting advisor |
| Sterling Investors | Vice Chairman | Jan 2022–Dec 2024 | Senior leadership at real estate investment firm |
| Sterling Investors | Senior Advisor | Apr 2020–Dec 2021 | Advisory capacity |
| SILVERspac Inc. (Nasdaq: SLVR) | Director | Sep 2021–Sep 2023 | Board service at SPAC |
| NYU Schack Institute of Real Estate | Adjunct Professor; Vice Chair, Advisory Board | Ongoing | Academic and advisory leadership |
| Madison Square Park Conservancy | Trustee | Ongoing | Non-profit governance |
| Pace University | Trustee | Ongoing | Institutional governance |
| THANC Foundation; CaringKind | Philanthropic involvement | Ongoing | Community engagement |
Board Governance
- Committees: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Independence: Board determined Hirsh is independent under SEC and NYSE American rules; also designated an “audit committee financial expert” .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; board held 4 meetings; Audit held 2; Compensation and Nominating & Corporate Governance did not meet in 2024 .
- Executive sessions: Independent directors meet at least twice yearly; presided over by the Lead Independent Director (Michael Crawford) .
- Risk oversight: Audit Committee oversees financial reporting, accounting policies, risk assessment and related‑party transactions; board oversees cybersecurity and other material risks .
- 2025 election outcome: Hirsh received 8,047,957 “For”, 142,007 “Withheld”; broker non‑votes 2,404,056, indicating broad shareholder support .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director retainer |
| Audit Committee – Chair | $20,000 | Additional chair retainer |
| Compensation Committee – Member | $8,750 | Additional member retainer |
| Nominating & Corporate Governance – Member | $5,000 | Additional member retainer |
| Meeting fees | None | No meeting fees; expense reimbursement per policy |
| Quarterly equity awards | $25,000 per quarter (fully-vested shares) | Initial award of $16,712 on Oct 18, 2024 for directors appointed Aug 1, 2024; thereafter $25,000 per quarter |
| 2024 actual – Fees earned (cash) | $37,396 | Pro‑rated given program effective Oct 17, 2024 and roles |
| 2024 actual – Stock awards (grant-date fair value) | $41,718 | Fully‑vested shares under the plan |
| 2024 total | $79,114 | Sum of cash and stock awards |
- Stock ownership guidelines: Non‑employee directors must hold Company Securities valued at ≥5x annual cash retainer within 5 years of appointment .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | Not applicable; director equity grants are fully vested shares and not performance-based |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Tenure |
|---|---|---|---|
| SILVERspac Inc. (Nasdaq: SLVR) | Prior | Director | Sep 2021–Sep 2023 |
- Interlocks/conflicts: No SEG disclosures of shared directorships for Hirsh with key SEG counterparties. Pershing Square holds 39.6% and has board nomination/registration rights, but Pershing’s representative (Massaro) has waived director compensation; Hirsh is independent and subject to SEG’s related‑party transaction policy overseen by the Audit Committee .
Expertise & Qualifications
- Audit Committee financial expert; extensive finance and accounting background .
- Real estate asset management expertise across office, industrial, hospitality, retail, senior housing; prior corporate finance and project lending .
- Education: B.B.A. in Public Accounting (Pace), M.S. in Real Estate Development & Investment (NYU) .
- Academic/industry engagement: Adjunct Professor and Advisory Board Vice Chair at NYU Schack .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (record date 4/16/2025) | 2,620 shares | As disclosed in proxy security ownership table; “less than 1%” voting power |
| Shares outstanding (record date) | 12,694,631 | Basis for ownership percentages |
| Post‑transaction holdings (latest Form 4 in 2025) | 4,897 shares | After 9/16/2025 award; director is type “D”, direct ownership |
| Pledging as collateral | Not disclosed | No pledging disclosure found in proxy |
| Ownership guideline | ≥5x annual cash retainer ($250,000 value) within 5 years | Applies to non‑employee directors |
Insider Trades (Form 4 – David Z. Hirsh at SEG)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Shares Owned After | Source |
|---|---|---|---|---|---|---|
| 2024-10-18 | 2024-10-22 | Award (Common Stock) | 520 | $0 | 520 | |
| 2024-12-19 | 2024-12-20 | Award (Common Stock) | 890 | $0 | 1,410 | |
| 2025-03-17 | 2025-03-19 | Award (Common Stock) | 1,210 | $0 | 2,620 | |
| 2025-06-16 | 2025-06-27 | Award (Common Stock) | 1,279 | $0 | 3,899 | |
| 2025-09-16 | 2025-09-17 | Award (Common Stock) | 998 | $0 | 4,897 |
Governance Assessment
- Board effectiveness: Hirsh chairs Audit and is an audit committee financial expert; the Audit Committee oversees reporting integrity, risk management, and related‑party screening, aligning with investor expectations for strong financial oversight .
- Independence and engagement: Board affirmed independence; attendance ≥75% in 2024; executive sessions held at least twice yearly under a lead independent director structure .
- Compensation alignment: Director pay is modest and mixed between cash retainers and fully-vested equity grants; 2024 actuals show a balanced cash/equity mix ($37,396 cash; $41,718 equity), reinforcing alignment without performance risk-taking incentives .
- Investor sentiment: Strong re‑election support at the 2025 Annual Meeting (8.05M “For” vs. 0.14M “Withheld”), suggesting confidence in board composition and oversight .
- Conflicts/related parties: No Item 404 related‑party transactions disclosed involving Hirsh; robust RPT Policy administered by Audit Committee; Pershing Square’s 39.6% stake and nomination rights are notable governance dynamics but Hirsh remains independent and not the Pershing representative .