Matt Partridge
About Matt Partridge
Matt Partridge, age 41, was appointed President and Chief Executive Officer of Seaport Entertainment Group (SEG) effective September 4, 2025, after serving as Executive Vice President, Chief Financial Officer and Treasurer since April 2024 . He holds a B.B.A. in Finance from Eastern Michigan University and an M.B.A. in International Business and Finance from Xavier University . As CFO, he led accounting, asset management, corporate finance, investor relations, IT and risk management across hospitality, entertainment and real estate operations . Performance under his finance leadership showed measurable improvement in Q2 2025: total revenues grew 18% year-over-year, GAAP net loss improved 59%, non-GAAP adjusted net loss improved 74%, and company operating EBITDA increased 95% year-over-year on a pro forma basis .
| Metric | Q2 2024 | Q2 2025 | Notes |
|---|---|---|---|
| Total Revenues ($000s) | $33,670 | $39,801 | +18.2% YoY |
| Net Loss ($000s) | $(34,997) | $(14,424) | +58.8% YoY improvement |
| Non-GAAP Adjusted Net Loss ($000s) | $(28,384) | $(7,415) | +73.9% YoY improvement |
| Operating EBITDA (Company) | n/a | +95% YoY (pro forma) | Management commentary |
| EPS (GAAP) | $(6.34) | $(1.16) | +81.6% YoY improvement |
TSR data was not disclosed; skip. Revenue and EBITDA metrics above reflect Q2 2025 operational performance reported and discussed by management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CTO Realty Growth (NYSE: CTO) | SVP, CFO & Treasurer | 2020–2024 | Led accounting, asset management, corporate finance, IR, IT, risk management |
| Alpine Income Property Trust (NYSE: PINE) | SVP, CFO & Treasurer | 2020–2024 | Same remit across public REIT operations |
| Hutton Companies | COO & CFO | Aug 2018–Sep 2020 | Private commercial real estate development; operational and financial leadership |
| Agree Realty (NYSE: ADC); Pebblebrook Hotel Trust (NYSE: PEB) | Finance/Operating roles | Prior to 2018 (years not specified) | Roles in retail real estate and hospitality REITs (details not specified) |
External Roles
| Board/Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Partridge |
Fixed Compensation
| Element | FY 2024 (CFO) | From Sep 4, 2025 (CEO terms) |
|---|---|---|
| Base Salary | $279,231 (partial year) | $800,000 annual |
| Target Annual Bonus % | 75% of base | 100% of base; min 50%, max 150% if minimum goal achieved |
| One-time Sign-on Bonus | $200,000 (paid Apr 2024; subject to partial clawback if departure within 18 months) | None disclosed |
| Other Compensation | $96,230 (relocation $40,000; temporary housing $29,790; LTD premiums; aggregate tax gross-ups $23,650) | Travel benefits per policy; first-class air/hotel reimbursement when required |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| FY 2024 Annual Bonus (CFO) | Separation execution; integration; systems migration; operational improvements; 2024 occupancy goals | Discretionary (not specified) | 75% of base | 150% of target ($618,750) | Paid Q1 2025 |
| Initial LTIP (CEO, granted post-Effective Date) | RSUs (time-based), stock options (time-based), PRSUs (3-year performance metrics set by Compensation Committee) | 25% RSUs; 25% Options; 50% PRSUs | Aggregate grant value ≥ $1,367,671 | Not applicable (structure defined; metrics to be set annually) | RSUs pro rata over 3 years; Options pro rata over 4 years (10-year term); PRSUs over 3-year performance period |
| Annual LTIP (CEO, from 2026) | RSUs, Options, PRSUs (Comp Committee-defined metrics) | 25% RSUs; 25% Options; 50% PRSUs | $2,400,000 target grant value | Performance-determined; PRSU vesting per 3-year metrics | RSUs 3-year pro rata; Options 4-year pro rata; PRSUs 3-year metrics |
Equity Ownership & Alignment
| Category | Detail | As-of | Amount |
|---|---|---|---|
| Beneficial Ownership | Shares owned | Apr 16, 2025 | 71,466 shares; <1% voting power |
| Stock Ownership Guidelines | Requirement | — | CFO: ≥3x base salary; CEO: ≥5x base salary; compliance within 5 years of appointment |
| Outstanding Equity Awards (Unvested TBRS/TBRSUs) | TBRSUs (Aug 7, 2024 grant) | Dec 31, 2024 | 34,143 units; market value $954,297 |
| Outstanding Equity Awards (Unvested TBRS converted from HHH) | TBRS (Apr 1, 2024 grant converted Sept 12, 2024) | Dec 31, 2024 | 37,323 units; market value $1,043,178 |
| Vesting Schedule (Unvested TBRSUs) | Dates | — | Aug 1, 2025; Aug 1, 2026; Aug 1, 2027 (ratable) |
| Change-of-Control Acceleration (CFO agreement) | TBRSUs | — | Full vest on CoC; performance awards vest at greater of 100% or achieved level upon CoC termination |
| Pledging/Hedging | Status | — | Not disclosed; Insider Trading Policy adopted |
Employment Terms
| Agreement | Effective Date | Term & Renewal | Severance (No CoC) | Severance (CoC within 12 months) | Equity Treatment | Restrictive Covenants |
|---|---|---|---|---|---|---|
| CFO Employment Agreement (assigned to SEG; amended Aug 1, 2024) | Apr 1, 2024 | Initial term to Apr 1, 2029; auto-renew 1-year unless 60-day notice | Prorated bonus; 1x base + target bonus; time-based awards vest; performance awards continue to vest per metrics | Prorated bonus; 2x base + target bonus; time-based awards vest; performance awards vest at greater of 100% or achieved level | As noted (time-based vest; performance continue or accelerate per CoC) | Confidentiality; non-disparagement; 12-month non-compete & non-solicit |
| CEO Amended & Restated Employment Agreement | Sep 4, 2025 | 5-year term; auto-renew 1-year unless 60-day notice | Accrued benefits; prorated bonus; 1x base + target bonus; time-based awards vest; performance awards continue to vest per metrics; 1-year option exercise period | Accrued benefits; prorated bonus; 2x base + target bonus; time-based awards vest; performance awards vest at greater of 100% or achieved level; 1-year option exercise period; COBRA subsidy up to 18 months | As noted; options remain exercisable for 1 year post-termination | Confidentiality; non-disparagement; 12-month non-compete & non-solicit |
| Good Reason (CEO) | Triggers | — | Material pay cut; material diminution in authority/duties; no longer reports to Board; material breach; relocation >50 miles (with cure periods) | |||
| CoC Definition | Note | — | Pershing Square transactions excluded from CoC unless Board decides otherwise | |||
| 280G/4999 Excise Tax | Cutback | — | Payments reduced to avoid Excise Tax if net benefit greater than unreduced amount |
Board Governance
- Partridge appointed to the Board effective September 10, 2025; as CEO, he is not an independent director .
- Independent Chairman: Michael Crawford became Chairman of the Board on September 4, 2025, eliminating the Lead Independent Director role—mitigating combined CEO/Chair concentration risks .
- Board attendance: In 2024, each director attended at least 75% of meetings; independent directors meet in executive session at least twice per year .
- Committees (as of DEF 14A 2025): Audit (Chair: Hirsh; members Crawford, Digilio), Compensation (Chair: Digilio; members Crawford, Hirsh), Nominating & Corporate Governance (Chair: Crawford; members Digilio, Hirsh). All committee members independent .
Director Compensation
- Management directors: The proxy notes the CEO did not receive additional compensation for board service in 2024; Partridge’s board compensation is not separately disclosed and he served as a director starting September 2025 .
Compensation Structure Analysis
- 2024 cash vs equity mix (CFO): Salary $279k; annual bonus $619k; sign-on $200k; stock awards $1.90m; other comp $96k—equity-heavy compensation supporting long-term alignment .
- Performance linkage: 2024 annual bonus paid at 150% of target for achieving separation, integration and operating goals—clear pay-for-execution amid corporate transition .
- Shift in risk profile (CEO): Introduction of 50% PRSUs in annual LTIP and four-year option vesting adds multi-year, performance-based alignment; initial LTIP mix codified with explicit time- and performance-vesting .
- Clawback: SEG adopted an SEC/NYSE-compliant clawback policy post-separation, enhancing recoupment on restatement .
- Tax gross-ups: 2024 included aggregate tax gross-ups (e.g., disability premium and relocation), which investors often view unfavorably; governance posture otherwise strengthened via independent Chair and ownership guidelines .
Risk Indicators & Red Flags
- Tax gross-ups: Aggregate gross-ups paid to Partridge in 2024 ($23,650) and relocation benefits (temporary housing $29,790; relocation $40,000) .
- Potential selling pressure: Ratable vesting dates on August 1, 2025/2026/2027 and PRSU measurement cycles may create periodic liquidity windows for insiders .
- Severance leverage: 2x base + target bonus on CoC termination (plus equity acceleration) is standard but can be costly in change-of-control scenarios .
- Hedging/pledging: Not disclosed; Insider Trading Policy exists (policy attached to 2024 10-K) .
Performance & Track Record
| Performance Item | Detail |
|---|---|
| Revenue and loss trajectory (Q2 2025 vs Q2 2024) | Revenues +18.2%; GAAP net loss improved 58.8%; non-GAAP adjusted net loss improved 73.9% |
| Operating EBITDA | Company-level operating EBITDA +95% YoY (pro forma) |
| Strategic initiatives (2025) | Uplisted to NYSE; added to Russell 2000 and Microcap; restructuring with Jean-Georges; new leases (Willett’s NYC, Cork Wine Bar); exploration of strategic alternatives for 250 Water Street |
Equity Ownership & Director Interlocks
- Major shareholder: Pershing Square beneficially owns ~5.02 million shares (39.6% voting power) with board nomination rights; certain Pershing transactions excluded from CoC definition under Partridge’s CEO agreement .
- Partridge transactions: No related-party transactions disclosed under Item 404(a) .
Employment & Contracts Summary
- CFO agreement (Apr 1, 2024): Sign-on bonus; annual bonus structure with 50–150% range; annual equity target $900,000; non-compete/non-solicit 12 months; robust severance and equity vesting protections; relocation benefits .
- CEO agreement (Sep 4, 2025): Base $800,000; annual bonus target 100%; initial LTIP (≥$1,367,671) and annual LTIP ($2,400,000 from 2026) with 25% RSUs/25% Options/50% PRSUs; severance (1x non-CoC; 2x CoC); COBRA subsidy up to 18 months; non-compete/non-solicit 12 months; arbitration and 409A compliant provisions .
Investment Implications
- Alignment and retention: Multi-year RSU/option/PRSU mix and ownership guidelines (CEO 5x salary, CFO 3x) support long-term alignment, while 12-month non-compete/non-solicit and robust severance terms reduce near-term retention risk .
- Pay-for-performance signals: FY 2024 bonus at 150% of target was tied to execution of separation/integration and operating milestones; CEO LTIP structure increases at-risk, performance-based equity from 2026 onward .
- Governance quality: Independent Chairman and fully independent audit/comp/nominating committees mitigate dual-role concerns after Partridge joined the board as CEO; Pershing’s rights create a defined governance dynamic but are bounded by standstill and nomination terms .
- Trading signals: Upcoming vesting dates (Aug 1, 2025/2026/2027) and PRSU measurement cycles may coincide with potential insider liquidity events; monitor Form 4 filings around those dates for selling pressure .
- Red flags to monitor: Continued use of tax gross-ups and any modifications to equity award terms (repricing/accelerated vesting) would be shareholder-unfriendly; none disclosed to date .