Eric Dinenberg
About Eric Dinenberg
Eric Dinenberg, age 42, is Chief Operating Officer of Seritage Growth Properties (SRG) and has been with the company since 2019; he became COO effective January 1, 2022, after serving as EVP of Development & Construction and SVP of Mixed Use and Premier Properties . He previously held senior development and operations roles at Brookfield Properties and Rouse Properties (acquired by Brookfield in 2016), and earlier roles at Vornado Realty Trust and Penn Real Estate Group; he holds a B.A. (Political Science & Economics) from George Washington University and an M.A. (Real Estate & Finance) from NYU . During his tenure, SRG’s revenue declined from $107.1M in FY 2022 to $17.6M in FY 2024 , EBITDA remained negative (FY 2022: -$40.3M*, FY 2023: -$54.8M*, FY 2024: -$41.3M*), and cumulative TSR fell from 89 (2022) to 31 (2024) . Values marked with * were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seritage Growth Properties | SVP, Mixed Use & Premier Properties | Since 2019 | Led mixed-use/premier asset strategy pre-COO |
| Seritage Growth Properties | EVP, Development & Construction | Apr 2021–Dec 2021 | Oversaw development/construction execution |
| Seritage Growth Properties | Chief Operating Officer | Jan 1, 2022–present | Co-led portfolio repositioning strategy; operations leadership |
| Brookfield Properties / Rouse Properties | EVP Development & Operations | Approx. 9 years | Led large-scale retail/mixed-use development & ops |
| Vornado Realty Trust | Development/Operations roles | Not disclosed | Institutional retail/mixed-use experience |
| Penn Real Estate Group | Role not specified | Not disclosed | Early career real estate experience |
External Roles
- No public company directorships or external board roles disclosed for Dinenberg .
Company Financial Performance (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $107,055,000 | $20,779,000 | $17,622,000 |
| EBITDA ($USD) | -$40,256,000* | -$54,800,000* | -$41,270,000* |
Values retrieved from S&P Global.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $415,385 |
| Annual Bonus ($) | $1,050,000 | $315,000 (guaranteed; no metrics) |
| Retention Bonuses ($) | $0 | $768,750 |
| All Other Compensation ($) | $13,200 (401k match) | $13,800 (401k match) |
| Total ($) | $1,463,200 | $1,712,935 |
- As of 2024, annual bonuses equal the target amount and automatically increase 5% annually; no performance metrics apply .
- Base salary and target bonus amounts increase 5% annually during the term beginning March 16, 2024 (Dinenberg base: $420,000; target bonus: $315,000) .
- At promotion (Dec 22, 2021): target annual incentive was 75% of base (max 100%), and target annual equity award was 75% of base (max 100%) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (FY 2024) | None | N/A | $315,000 | $315,000 | Cash, paid per agreement |
| Retention Bonus (FY 2024 cycle) | Time-based | N/A | $787,500 (FY 2024–25 term) | $768,750 paid in 2024 | 25% July 15, 25% Nov 15, 50% Mar 15; requires continued employment |
| Cash LTI (Grant 3/15/2023) | Time-based | N/A | $300,000 | $100,000 vested in 2024 | 1/3 grant date, 1/3 1st anniv., 1/3 2nd anniv.; employment required |
| Cash LTI (Grant 3/15/2024) | Time-based | N/A | $300,000 | $100,000 vested in 2024 | Same 3-tranche schedule as above |
- Since March 2022, the Compensation Committee replaced equity LTI with unvested cash awards to limit dilution and avoid misaligned incentives under the Plan of Sale .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 44,321 Class A shares (less than 1%) as of April 25, 2025 |
| RSUs Unvested (12/31/2024) | 11,777 units; implied market value $48,521 at $4.12/share |
| Options | None granted; company does not grant options or similar instruments |
| Hedging/Pledging | Prohibited for trustees and executive officers under insider trading policy |
| Ownership Guidelines (Execs) | Not disclosed in proxy; trustee ownership guidelines exist (for non-employee trustees) |
Employment Terms
| Term | Summary |
|---|---|
| Current Role Start | COO effective January 1, 2022 |
| Employment Agreement Term | Current term referenced through March 15, 2026, with potential one-year renewal terms thereafter |
| Non-Compete / Non-Solicit | 12 months post-employment; perpetual confidentiality |
| Severance – Without Cause / Good Reason / Non-Renewal | Lump sum of 12 months base salary and prorated annual bonus; lump sum of unpaid retention bonuses for current term; lump sum of base salary that would have been paid through March 15, 2026; lump sum equal to the sum of target annual bonus plus target equity award value that would have been granted through March 15, 2026 (or next one-year renewal); if terminated without cause after non-renewal notice due and before next term, additional lump sum equal to one-third of (base + target bonus + target equity value) for the next compensation period |
| Acceleration on Qualifying Termination | Immediate grant, vesting, and payment of scheduled unvested cash awards; vesting of unvested outstanding cash awards and all unvested equity awards as of termination date |
| Change-in-Control Terms | Not specifically disclosed in summarized employment agreement section for Dinenberg |
| Related Party Transactions | None involving Dinenberg; no family relationships; no related person transactions per Item 404(a) |
Compensation Structure Analysis
- The executive program is retention-focused and cash-heavy: guaranteed annual bonuses (no performance metrics), retention bonuses with time-based milestones, and cash LTI in lieu of equity to avoid dilution during Plan of Sale .
- Year-over-year cash/equity mix shifted materially toward cash beginning in 2022; equity grants after March 2022 ceased, reducing future equity overhang but weakening pay-for-performance linkage .
- Clawbacks are not discussed in the proxy; insider trading policy prohibits hedging/pledging and derivative transactions (alignment positive) .
Investment Implications
- Alignment: Dinenberg’s ownership is small (<1%), equity grants are limited, and incentives are primarily time-based cash, reducing direct linkage to TSR or operating KPIs (mixed alignment signal) .
- Retention risk: The agreement provides substantial lump-sum severance and full acceleration of unvested cash/stock upon qualifying termination, plus restrictive covenants (likely strong retention, but severance economics are sizable) .
- Selling pressure: With minimal ongoing equity vesting (RSUs from 2022) and cash-based LTI, equity-driven selling pressure is limited; hedging/pledging is prohibited .
- Execution risk: Company performance during his tenure shows declining revenue and persistent negative EBITDA* alongside weak TSR, reflecting ongoing Plan of Sale execution challenges; operational leadership remains critical . Values retrieved from S&P Global.
- Governance: Absence of performance metrics in annual bonus and time-based cash LTI reduces pay-for-performance rigor; however, the approach is explicitly designed to support Plan of Sale retention and limit dilution .