Adam Metz
About Adam Metz
Adam Metz, age 63, is Chairman of the Board of Seritage Growth Properties and has served as Interim Chief Executive Officer and President since April 11, 2025. He holds a Masters of Management from Northwestern University and a BA in History from Cornell University . During 2024, Seritage’s TSR metric (value of an initial $100) declined to $31 and the company reported a net loss of $153.5 million, framing a challenging operating backdrop for leadership execution . The Board has maintained a Lead Independent Trustee (Mitchell Sabshon) to mitigate dual-role governance risks while Mr. Metz serves as both Chairman and Interim CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Carlyle Group | Managing Director, Head of International Real Estate | Sep 2013 – Apr 2018 | Led international real estate investing activities . |
| TPG Capital (Real Estate) | Senior Advisor | N/D | Strategic advisory to real estate platform . |
| General Growth Properties (GGP) | Chief Executive Officer | N/D | Led GGP through restructuring and emergence from bankruptcy . |
| Polaris Capital LLC | Co‑founding Partner | N/D | Partnered with Blackstone on U.S. retail real estate portfolio . |
| Rodamco; Urban Shopping Centers; JMB Realty; First National Bank of Chicago | Various roles | N/D | Senior roles across real estate investing, operations, and finance . |
External Roles
| Organization | Position | Since | Notes |
|---|---|---|---|
| Hammerson plc (LSE: HMSO) | Non‑Executive Director | Jul 2019 | UK REIT board service . |
| Six MS Capital Partners Adviser Inc. BDCs incl. Morgan Stanley Direct Lending Fund (NYSE: MSDL) | Director | 2019 | Public BDC director roles . |
Fixed Compensation
| Element | 2024 | 2025 (as disclosed) | Notes |
|---|---|---|---|
| Interim CEO cash salary | N/A | $80,000 per month starting Apr 11, 2025 | Interim role; no further terms disclosed . |
| Board retainer (trustee) | $150,000 | N/D | Paid in cash; quarterly . |
| Chairman of the Board retainer | $50,000 | N/D | Additional cash retainer . |
| Committee chair fee (if applicable) | $15,000 (per committee chair) schedule | N/D | Fee schedule; not specific to Mr. Metz in 2024 . |
| Total director fees earned (Metz) | $200,000 | N/D | Reflects trustee + chairman retainers in 2024 . |
Performance Compensation
- No performance-based incentive terms (bonus metrics, PSUs/TSR frameworks) were disclosed for Mr. Metz’s Interim CEO arrangement in the 8-K; only a monthly salary was specified .
- For broader NEOs in 2024, Seritage used cash-based annual bonuses without performance metrics and cash LTI vesting schedules, reflecting a retention-focused philosophy tied to the Plan of Sale; however, these disclosures pertain to named executive officers other than Mr. Metz .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (Class A) | 0 shares reported for Adam Metz as of April 25, 2025 . |
| Ownership as % of outstanding | Not applicable (no shares reported) . |
| Vested vs. unvested equity | None disclosed for Mr. Metz (trustees received no equity awards) . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | Prohibited by company policy for trustees and executive officers . |
| Hedging of company stock | Prohibited by policy (no options or derivatives trading) . |
| Director ownership guideline | Non‑employee trustees expected to acquire, by the third anniversary of election, Class A shares with cost at least equal to the then‑applicable annual retainer . |
| Compliance status | Not disclosed; as of April 25, 2025, Mr. Metz reported zero beneficial ownership . |
Employment Terms
| Term | Detail |
|---|---|
| Current role | Interim Chief Executive Officer and President (also Chairman of the Board) . |
| Effective date | April 11, 2025 (CEO transition) . |
| Cash salary | $80,000 per month during interim service . |
| Board leadership | Chairman since June 2022; Lead Independent Trustee (Sabshon) designated to enhance independent oversight . |
| Committee roles | Resigned from Audit and Compensation Committees effective April 11, 2025 . |
| Severance / Change‑of‑control | Not disclosed for Mr. Metz in 8‑K or Proxy . |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed for Mr. Metz . |
| Related‑party transactions | None involving Mr. Metz (per Item 5.02 disclosure) . |
Board Governance (Service History, Committees, Dual‑Role Implications)
- Board service: Trustee since 2022; Chairman since June 2022; Interim CEO since April 11, 2025 .
- Committees: Previously served on Audit and Compensation; resigned from both upon becoming Interim CEO, effective April 11, 2025 .
- Committee leadership landscape: Audit chaired by John T. McClain; Compensation chaired by Mitchell Sabshon; Nominating & Corporate Governance chaired by Talya Nevo‑Hacohen .
- Independence and mitigation: A Lead Independent Trustee (Sabshon) is in place during Mr. Metz’s combined Chairman/Interim CEO tenure, aligning with guidelines to maintain a non‑management trustee in a leadership role .
- Attendance: All current trustees serving in 2024 attended at least 75% of Board and committee meetings; Board held 4 regular and 1 special meeting in 2024 .
Performance & Track Record
- Strategic execution: Under the shareholder‑approved Plan of Sale, portfolio reduced from ~160 assets to 15 by the time of the March 2025 transition; over $1.3 billion of the loan facility repaid (accomplishments cited while Mr. Metz was Chairman; transition rationale tied to reduced scale) .
- Shareholder outcomes context: Pay‑versus‑performance table shows cumulative TSR value of a $100 investment at $31 for 2024 and net loss of $153.5 million in 2024, underscoring a difficult period for equity holders .
Director Compensation (for context)
- 2024 cash retainers: $150,000 trustee retainer; $50,000 additional for Chairman; $15,000 per committee chair retainer; no equity awards to trustees .
- Mr. Metz 2024 director fees: $200,000 (cash) .
Compensation Structure Analysis (Metz‑specific)
- Mix of pay: Interim CEO arrangement is cash salary only (monthly), with no disclosed bonus, equity, or performance‑based elements—suggesting low direct alignment to short‑term or TSR metrics during interim period .
- Equity alignment: Zero reported beneficial ownership and absence of equity awards to trustees imply limited “skin‑in‑the‑game” vs. typical CEO equity alignment; hedging/pledging prohibited by policy .
- Governance mitigation: Lead Independent Trustee structure in place to offset dual Chairman/CEO role .
Risk Indicators & Red Flags
- Dual role (Chairman + Interim CEO): Elevated governance sensitivity; mitigated by Lead Independent Trustee .
- Low equity ownership: Zero reported beneficial ownership as of April 25, 2025 may indicate weaker alignment; director ownership guideline applies but compliance not disclosed .
- Insider policy: Hedging and pledging prohibited—reduces misalignment and margin call risks .
- Related‑party transactions: None involving Mr. Metz per 8‑K Item 5.02 .
Say‑on‑Pay & Shareholder Feedback (Company‑level)
- Annual say‑on‑pay vote is conducted; 2025 proxy includes advisory vote but results not yet disclosed in the proxy .
Equity Ownership & Alignment (Detailed Table)
| Metric | As of/Period | Value |
|---|---|---|
| Beneficial ownership (Class A) | April 25, 2025 | 0 shares |
| Trustee equity compensation | 2024 | None; trustees not awarded equity |
| Hedging/Pledging policy | Current | Prohibited for trustees and executive officers |
| Director ownership guideline | Current | Acquire shares equal to annual retainer cost by 3rd anniversary |
Investment Implications
- Alignment: Interim CEO package is cash‑only with no disclosed performance link; combined with zero reported share ownership and no trustee equity awards, direct shareholder alignment appears modest. Governance mitigants include a Lead Independent Trustee and committee resignations upon becoming Interim CEO .
- Selling pressure: With no disclosed equity grants or options for Mr. Metz and a prohibition on pledging/hedging, insider selling pressure from vesting or margin dynamics appears low for him specifically .
- Retention risk: Interim nature plus cash‑only terms suggest flexibility for a future leadership change aligned with the pace of the Plan of Sale; no severance/CIC terms have been disclosed for Mr. Metz, limiting visibility into exit economics .
- Governance watch‑items: Dual role elevates independence concerns but is partially addressed via Lead Independent Trustee. Zero reported ownership vs. ownership guideline merits monitoring for future compliance disclosure .
- Event path: The Plan of Sale has materially reduced the footprint and debt (cited repayment of >$1.3B), implying catalysts tied to remaining asset monetizations; TSR and net loss trends highlight execution risk and the importance of capital allocation and timing under Mr. Metz’s interim leadership .