Monica Digilio
About Monica S. Digilio
Monica S. Digilio (age 62) is an independent director at Seaport Entertainment Group Inc. (SEG) since July 2024 and serves as Chair of the Compensation Committee; she is also a member of the Audit Committee and the Nominating & Corporate Governance Committee . Her background spans CHRO and senior HR leadership roles across hospitality and real estate, with degrees in Communications (B.S. and M.S.) from Ithaca College . The Board has affirmatively determined she is independent under SEC and NYSE American rules; she is also designated an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Entertainment Corporation | EVP & Chief Human Resources Officer | 2018–2020 | Led Human Resources and Corporate Social Responsibility functions |
| Montage International | EVP & CHRO | Six years | Senior HR leadership for luxury hospitality portfolio |
| Kerzner International (Atlantis, One&Only) | EVP, Global HR & Administration | 12 years | Global HR oversight across brands |
| ITT Sheraton | HR Leadership (North America) | 10 years | Led HR for North America division |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunstone Hotel Investors (NYSE: SHO) | Director | Current | Board service in lodging REIT sector |
| CopperPoint Insurance Companies | Director | Current | Board service (insurance) |
| The Venetian Resort Las Vegas | Director | Current | Board service (hospitality/entertainment) |
| Cornell Pillsbury Institute for Hospitality Entrepreneurship | Advisory Board Member | Current | Industry-academic advisory role |
| Women Corporate Directors Foundation; NACD | Member | Current | Governance networks and director education |
Board Governance
- Independence: Board determined Digilio is independent under SEC and NYSE American rules; she is also an Audit Committee financial expert .
- Committee assignments: Compensation Committee (Chair); Audit Committee (Member); Nominating & Corporate Governance Committee (Member) .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings on which they served; the Board met four times; Audit Committee met twice; the Compensation and Nominating committees did not meet in 2024 .
- Lead Independent Director and executive sessions: Michael A. Crawford is Lead Independent Director; independent directors meet in executive session at least twice per year .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $35,521 | Actual fees for 2024 |
| Stock Awards (fully vested shares) | $41,718 | Aggregate grant date fair value; initial $16,712 grant (Oct 18, 2024) plus quarterly award structure |
| Total | $77,239 | Sum of cash and stock awards |
Director Compensation Program (effective Oct 17, 2024):
| Cash Fee Element | Annual Amount (USD) |
|---|---|
| Annual Retainer | $50,000 |
| Lead Independent Director | $10,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member | $8,750 |
| Nominating & Corporate Governance Chair | $12,500 |
| Nominating & Corporate Governance Member | $5,000 |
Additional program features:
- Quarterly equity awards: Fully vested shares with grant date value of $25,000 per quarter for non-employee directors (post-initial award); initial fully-vested share award of $16,712 granted Oct 18, 2024 to directors appointed Aug 1, 2024 .
- No meeting fees; expense reimbursement per policy; directors may elect to receive retainers in stock, but none have elected to receive cash compensation in stock to date .
Performance Compensation
- SEG’s Independent Director Compensation Program provides fully-vested equity grants and fixed cash retainers; there are no performance-based metrics or PSUs tied to director compensation .
Other Directorships & Interlocks
| Company | Sector/Relation to SEG | Potential Interlock/Conflict Consideration |
|---|---|---|
| Sunstone Hotel Investors (NYSE: SHO) | Lodging REIT | Hospitality adjacency; no related-party transaction disclosed in proxy |
| The Venetian Resort Las Vegas | Hospitality/Entertainment | Sector adjacency with entertainment; governed by SEG’s Related Party Transaction Policy administered by Audit Committee |
| CopperPoint Insurance Companies | Insurance | Unrelated to SEG operations; general oversight role |
SEG policies and oversight on conflicts:
- Written Code of Conduct and Related Party Transactions Policy; Audit Committee reviews and approves/ratifies related-party transactions; directors with involvement recuse from approval .
Expertise & Qualifications
- Core expertise: Real estate knowledge, labor relations, corporate governance, enterprise risk management, hospitality industry experience .
- Audit committee financial expertise designation; independent status confirmed .
- Education: B.S. and M.S. in Corporate Communications from Ithaca College .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Voting Power |
|---|---|---|
| Monica S. Digilio | 2,620 | <1% |
Ownership alignment policies:
- Director Stock Ownership Guidelines: Non-employee directors must maintain ownership equal to 5x annual cash retainer; compliance required within 5 years of board appointment (Digilio appointed July 2024; compliance deadline July 2029) .
Trading controls and clawbacks:
- Insider Trading Policy adopted and attached to 2024 Form 10-K; Clawback Policy adopted per SEC/NYSE standards to recover excess incentive-based compensation .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee and serves on Audit and Nominating committees, enhancing independent oversight; designated Audit Committee financial expert; attendance threshold met; clear ownership guidelines and clawback/insider trading controls in place .
- Alignment: Holds beneficial ownership of 2,620 shares; subject to robust director ownership guidelines (5x retainer within five years), supporting long-term alignment .
- Compensation structure: Mix of cash retainer and fully-vested equity; no meeting fees; quarterly equity awards provide continuing alignment; no performance-based director pay that could distort incentives .
- Conflicts/related-party: RPT Policy places review under Audit Committee; proxy discloses separation-related agreements and Pershing Square rights but no director-specific related-party transactions for Digilio; governance structure includes Lead Independent Director and executive sessions for independent oversight .
- Watch items: Hospitality-sector board roles (e.g., The Venetian, Sunstone) create adjacency; continue monitoring for potential transactions to ensure Audit Committee review and recusal under RPT Policy .