Lucy Fato
About Lucy Fato
Lucy Fato (58) serves as Executive Vice President, General Counsel and Corporate Secretary of Seaport Entertainment Group (SEG) and has held this role since May 2024. She previously was Vice Chair at AIG (Oct 2023–Mar 2024) and earlier AIG’s General Counsel; her credentials include a B.A. in Business & Economics and J.D. from the University of Pittsburgh, and fourteen years at Davis Polk as a capital markets lawyer and partner . Company performance during her tenure remains early-stage and volatile: quarterly revenues ranged from ~$3.8M to ~$6.4M across the last four quarters while EBITDA remained negative; details below . She is not a director and acts as Corporate Secretary, including signing SEC submissions and annual meeting results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIG | Vice Chair | Oct 2023–Mar 2024 | Senior executive oversight; transition period before SEG appointment |
| AIG | General Counsel; Global Head of Comms & Govt Affairs | 2017–2023 | Led legal and stakeholder communications; governance and regulatory stewardship |
| Nardello & Co. | Head of the Americas; General Counsel | Prior to 2017 | Managed regional ops and legal at global investigative firm; later board member |
| McGraw Hill Financial (S&P Global) | General Counsel | 2014–2015 | Led legal during corporate rebranding/strategic evolution |
| Marsh & McLennan Companies | Deputy General Counsel; Corporate Secretary | ~2005–2014 (9 years) | Corporate governance; legal operations at a global professional services firm |
| Davis Polk & Wardwell LLP | Capital Markets Lawyer; Partner | 14 years (incl. 5 as partner) | IPOs/debt offerings; complex transactions; capital markets expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nardello & Co. | Board of Directors | Current | Continues governance involvement |
| Harvard Law School Center on the Legal Profession | Advisory Board | Current | Legal profession advisory role |
| Alfred E. Smith Memorial Foundation | Board of Directors | Current | Non-profit governance |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $425,000 | Set pre-separation by HHH; paid by SEG after Aug 1, 2024 |
| Target Bonus % | 50% of base | SEG annual bonus plan; discretionary for 2024 |
| Actual Bonus Paid (2024 performance, paid Q1 2025) | $212,500 | 100% of target based on successful separation, integration, occupancy targets |
| Perquisites | $10,379 total | Includes 401(k) employer contributions ($9,154), disability insurance premiums ($862), tax gross-ups ($381) |
| Clawback | Adopted | SEC/NYSE-compliant incentive compensation clawback |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Separation into standalone publicco | Not disclosed | Achieve separation and rights offering | Achieved | Contributed to 100% of target bonus | Cash paid in Q1 2025 |
| Integration & corporate infrastructure | Not disclosed | Migrate to standalone IT/HR; end TSAs | Achieved | As above | As above |
| F&B ops onboarding & occupancy | Not disclosed | Onboard CCMC team; meet 2024 occupancy goals | Achieved | As above | As above |
The 2024 bonus plan was discretionary and initiative-based rather than formulaic financial metrics; specific weights were not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 8,062 shares; less than 1% voting power |
| Vested vs Unvested | Outstanding TBRSUs: 8,062 unvested as of 12/31/2024 |
| Vesting Schedule (RSUs) | Ratable over three years on Aug 1, 2025, Aug 1, 2026, Aug 1, 2027; full vest upon Change of Control |
| Options | None disclosed for Fato |
| Pledging/Hedging | Not disclosed; Insider Trading Policy in place |
| Ownership Guidelines | 3x base salary required for General Counsel; compliance within 5 years of appointment |
| Alignment Notes | Double-trigger severance but single-trigger equity acceleration on CoC (RSUs vest in full on CoC) |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | May 31, 2024 (HHH Seaport Division GC), assigned to SEG at separation; amended Aug 1, 2024 |
| Contract Term | Initial term to Apr 1, 2029; auto-renews for 1-year terms unless 60-day notice |
| Annual Equity | Target value equal to 50% of base salary per year; first grant Aug 7, 2024 (TBRSUs, 3-year ratable vest; full vest on CoC) |
| Annual Bonus | Target 50% of salary; at least 50%–150% of target if minimum performance goal set and achieved |
| Severance (No CoC) | Prorated target bonus + 1x (base + target bonus) + immediate vesting of time-vesting equity; performance equity continues (subject to metrics) |
| Severance (With CoC; within 12 months; good reason/without cause) | Prorated target bonus + 2x (base + target bonus) + immediate vesting of time-vesting equity + performance equity vests at ≥100% or actual performance as of termination |
| Triggers | Double-trigger cash severance on CoC; single-trigger for RSU vesting on CoC |
| Restrictive Covenants | Confidentiality, non-disparagement; non-compete and non-solicit during employment and for 12 months post-termination |
Company Performance During Tenure (last 4 quarters)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($USD) | $6,434,000 | $3,789,000 | $4,232,000 | $5,614,000 |
| EBITDA ($USD) | -$21,730,000* | -$24,441,000* | -$8,644,000* | -$21,817,000* |
| Net Income ($USD) | -$41,276,000 | -$31,538,000 | -$14,424,000 | -$32,864,000 |
| EBITDA Margin (%) | -148.0%* | -150.5%* | -21.3%* | -47.2%* |
Asterisk: Values retrieved from S&P Global.
Compensation Committee & Governance Signals
- Compensation Committee: Digilio (Chair), Crawford, Hirsh; independent and Rule 16b-3-compliant; authority to retain independent consultants; Meridian provided pre-separation input in 2024 .
- Stock Ownership Guidelines: 3x salary for General Counsel; 5-year compliance horizon .
- Clawback: SEC/NYSE-conforming clawback policy adopted at separation .
- Tax Gross-Ups: Present but minimal for Fato (e.g., disability/relocation gross-ups included in $381 total) .
- Insider Trading Policy: Adopted; governs transactions by directors/officers/employees .
- Related Party Transactions: Audit Committee-administered RPT policy; no Lucy-specific related party transactions disclosed .
Vesting Calendar and Potential Selling Pressure
- RSU Tranches: Aug 1, 2025; Aug 1, 2026; Aug 1, 2027 (ratable vesting); full vest on CoC .
- Tax Withholding: Net-share settlements on vest dates can increase float and create limited selling pressure; no Form 4 activity or 10b5-1 plans disclosed in filings reviewed (insider trading policy applies) .
Investment Implications
- Pay-for-performance alignment: 2024 bonus tied to execution milestones (separation, integration, occupancy) with 100% of target; forward structure sets annual equity at 50% of salary, enhancing alignment but with single-trigger RSU acceleration on CoC (investor-friendly cash severance is double-trigger) .
- Retention risk: Long initial term through April 2029 with auto-renew and 12-month post-employment non-compete/non-solicit reduces near-term attrition risk; severance of 1x base+bonus (no CoC) and 2x (with CoC) is moderate in market context .
- Trading signals: RSU vest dates (Aug 1 annually through 2027) may lead to net-share withholding transactions; lack of disclosed pledging/hedging mitigates alignment concerns; minimal tax gross-ups limit governance red flags .
- Company performance runway: Revenues are small and variable; EBITDA negative across recent quarters—bonus metrics emphasize operational execution vs financial outcomes; monitoring migration toward financial KPIs (e.g., EBITDA/TSR/occupancy) will be key for future incentive calibration .
Lucy Fato’s package emphasizes execution milestones and governance rigor (clawback, ownership guidelines) with standard severance protections and RSU-heavy equity. For investors, watch for evolution toward quantitative performance metrics, annual RSU vesting and any change-of-control dynamics given single-trigger vesting on equity awards .