Allison Thrush
About Allison L. Thrush
Allison L. Thrush, age 61, has served as a trustee of Seritage Growth Properties since 2019. She previously was a Managing Director at Fortress Investment Group LLC, leading capital formation and investor relations for the private equity business, and earlier managed opportunistic real estate and private equity investments for the New York State Common Retirement Fund; prior roles include the New York State Urban Development Corporation and Coopers & Lybrand (now PwC) . The Board has affirmatively determined she is independent under NYSE rules and financially literate; she is not designated as the Audit Committee financial expert (the chair, John T. McClain, holds that designation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Investment Group LLC | Managing Director; led capital formation and investor relations for private equity (fund structuring, fundraising, LP negotiations, advisory boards oversight) | Not disclosed | Experience across restructurings, recapitalizations, IPOs |
| New York State Common Retirement Fund | Directed portfolio of opportunistic real estate and private equity investments | Not disclosed | Institutional LP perspective and investment oversight |
| New York State Urban Development Corporation | Professional role (not detailed) | Not disclosed | Public-sector development exposure |
| Coopers & Lybrand (PwC) | Professional role (not detailed) | Not disclosed | Accounting/finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board seats disclosed for Thrush |
Board Governance
- Committee memberships:
- Audit Committee: Member; the 2024 Audit Committee held 7 meetings; Thrush signed the Audit Committee Report alongside the chair and another member .
- Nominating and Corporate Governance Committee: Member; held 2 meetings in 2024 .
- She is not a chair of any committee .
- Independence: The Board determined Thrush is independent under NYSE rules; she is financially literate (Audit Committee financial expert designation held by the chair) .
- Attendance and engagement: In 2024, all current trustees attended at least 75% of Board and applicable committee meetings; all current trustees attended the 2024 annual meeting .
- Executive sessions: Independent trustees meet regularly, at least twice a year, in executive session without management .
- Board structure context: Board declassified; all trustees stand for election annually; as of April 2025, Mitchell Sabshon serves as Lead Independent Trustee .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Committee Chair Fees ($) | Chairman Fee ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | Non-employee trustee | 150,000 | 0 (not a chair) | 0 (not Chairman) | 150,000 |
- Policy: Non-employee trustees receive $150,000 annual cash retainer; $50,000 additional for Chairman; $15,000 additional for committee chair roles; paid quarterly; trustees are reimbursed for out-of-pocket expenses .
Performance Compensation
| Compensation Element | Status | Notes |
|---|---|---|
| Equity awards to trustees (RSUs/PSUs/Options) | None | “None of the trustees have been awarded equity compensation by the Company.” The Company also does not grant stock options or similar instruments . |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No shared directorships or interlocks disclosed for Thrush . |
Expertise & Qualifications
- Investment and fundraising leadership: Extensive capital formation, fund structuring, LP relations, advisory board oversight at Fortress Investment Group .
- Institutional investor perspective: Directed opportunistic real estate/private equity investments for the NYS Common Retirement Fund .
- Financial literacy: Determined financially literate by the Board; serves on Audit Committee .
- Additional breadth: Public-sector development experience and accounting foundation (Urban Development Corporation; Coopers & Lybrand/PwC) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Percent of Class | Hedging/Pledging | Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|
| Allison L. Thrush | 5,450 | Less than 1% | Prohibited for trustees under insider trading policy (no hedging or pledging) | Non-employee trustees expected to acquire, by third anniversary, shares with a cost at least equal to the annual retainer at election | Not disclosed |
- Shares outstanding: 56,324,607 Class A shares as of April 25, 2025 .
Governance Assessment
- Strengths:
- Independence and financial literacy; active membership on Audit and Nominating & Corporate Governance Committees; signed Audit Committee Report—supports oversight credibility .
- Board practices include executive sessions, declassified Board, and formal committee charters; independent trustees comprise key committees .
- Prohibitions on hedging and pledging for trustees reduce alignment risk from complex derivatives or collateralization .
- Alignment considerations:
- Trustees are compensated solely in cash with no equity grants, placing greater emphasis on ownership guideline compliance for alignment; Thrush holds 5,450 shares (<1% of Class A) and compliance status with guidelines is not disclosed .
- Related-party exposure (Company-level context, not specific to Thrush):
- ESL/Edward S. Lampert beneficially owns ~24% of Class A Shares; relationships with Transform Holdco are reviewed under “Certain Relationships”; Audit Committee reviews/approves related-party transactions under charter—ongoing monitoring is a governance priority .
- Engagement:
- ≥75% meeting attendance and participation in annual meeting indicate baseline engagement .
RED FLAGS
- No equity compensation for trustees may limit automatic ownership build; ownership guideline compliance is critical yet not disclosed for Thrush .
- Significant related-party context (ESL/Lampert stake and historical relationships) requires vigilant Audit Committee oversight; not a Thrush-specific conflict, but a governance risk factor for Seritage overall .