John McClain
About John T. McClain
John T. McClain, age 64, has served as a trustee of Seritage Growth Properties (SRG) since 2015. He is currently Chief Financial Officer of Iconix Brand Group and is designated by the Board as an “audit committee financial expert.” His background includes CFO roles at Lindblad Expeditions and The Jones Group, and senior finance roles at Avis Budget/Cendant. He is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iconix Brand Group | Chief Financial Officer | Current | Senior finance leadership for brand management company |
| Lindblad Expeditions Holdings, Inc. | Chief Financial Officer | Prior | CFO for expedition travel company |
| The Jones Group Inc. | Chief Financial Officer | 2007–Apr 2014 | Led finance through sale to Sycamore Partners |
| Sycamore Partners | Senior Advisor | Apr–Sep 2014 | Post-transaction advisory |
| Avis Budget Group / Cendant | SVP Finance & Corp Controller; Chief Accounting Officer; COO Cendant Finance Holdings | 1999–2007 | Enterprise finance/controls leadership |
External Roles
| Organization | Role | Status | Committees/Details |
|---|---|---|---|
| Lands’ End, Inc. | Director | Current | Audit Committee Chair |
| Cherokee Global Brands Inc. | Director | Prior | Audit Committee Chair |
| Nine West Group Inc. | Director | Prior | Director (committee not specified) |
Board Governance
- Independence: The Board determined McClain is independent under SRG’s Guidelines and NYSE rules. He is also designated the Audit Committee financial expert.
- Committee assignments (2024–2025): Audit Committee (Chair); Compensation Committee (Chair); not on Nominating & Corporate Governance or Investment.
- Attendance: In 2024, all current trustees attended at least 75% of Board and committee meetings during their tenure. Board held 4 regular and 1 special meeting in 2024. Committee meetings in 2024: Audit 7; Compensation 0 (administrative matters handled by written correspondence); Nominating & Corporate Governance 2; Investment 0 (acted by unanimous written consents).
- Lead Independent Trustee: As of April 2025, the Lead Independent Trustee is Mitchell Sabshon.
- Executive sessions: Independent trustees meet in executive session at least twice per year per Corporate Governance Guidelines.
- Hedging/pledging: Trustees and executive officers are prohibited from hedging and pledging SRG securities.
Fixed Compensation
| Component | 2024 Amount/Policy |
|---|---|
| Annual cash retainer (non‑employee trustees) | $150,000 |
| Committee chair fee (per chair) | $15,000 |
| Board chair fee | $50,000 |
| Equity compensation to trustees | None (no equity awards to trustees) |
| Meeting fees | Not disclosed; retainer-based; trustees reimbursed for out-of-pocket expenses |
| McClain – 2024 total fees earned | $180,000 (base $150,000 + two chair fees) |
Performance Compensation
| Element | Details |
|---|---|
| Equity awards to trustees | None granted; trustee compensation is cash-based |
| Options to trustees | None disclosed |
| Performance metrics for trustee pay | Not applicable (cash retainers; no performance-based components disclosed) |
Other Directorships & Interlocks
| Company/Entity | Relation to SRG (if any) | Notes |
|---|---|---|
| Lands’ End, Inc. | No SRG-related party transaction disclosed | McClain serves as director and Audit Chair. No McClain-specific related-party transactions disclosed by SRG. |
| Related-party landscape at SRG | ESL/Transform (Lampert) and Winthrop relationships | SRG details related-party relationships with Transform/ESL and Winthrop; oversight by Audit Committee. No McClain-specific related-party transaction is described. |
Expertise & Qualifications
- Audit and financial expertise: Board-designated “audit committee financial expert”; extensive CFO experience across consumer/retail, travel, and brand management.
- Governance experience: Chairs Audit and Compensation Committees at SRG; chaired audit committees at external boards.
- Transaction/M&A exposure: Led Jones Group finance through sale; advisor at Sycamore Partners.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John T. McClain | 2,600 | <1% | As of April 25, 2025; ownership is direct/beneficial as reported. |
| Director ownership guideline | Requires each non‑employee trustee to acquire by the third anniversary Class A Shares with a cost at least equal to the annual retainer in effect when joining the Board | Compliance status for individual trustees not disclosed. | |
| Hedging/Pledging | Prohibited for trustees | Policy bans hedging and pledging of Company securities. |
Governance Assessment
-
Strengths
- Independent director with deep CFO background; designated audit committee financial expert.
- Chairs Audit and Compensation Committees; Audit met 7 times in 2024; Board and committee attendance ≥75%.
- Robust policy prohibiting hedging and pledging; independent trustee executive sessions at least twice per year.
-
Watch items / potential red flags
- Concentration of committee leadership: McClain chairs both Audit and Compensation, consolidating oversight roles in a single director.
- Compensation Committee did not formally meet in 2024 (handled matters by written correspondence; 2024 executive comp largely addressed in 4Q23). Board should ensure robust deliberation/documentation given SRG’s plan-of-sale context.
- Low disclosed personal shareholding (2,600 shares) and cash-only director pay (no equity) may limit direct alignment; ownership guideline exists but individual compliance status not disclosed.
-
Related-party oversight
- SRG maintains ongoing related-party exposures (ESL/Transform, Winthrop) reviewed by the Audit Committee; no McClain-specific related-party transactions are disclosed.