Matthew Fernand
About Matthew Fernand
Matthew E. Fernand, age 48, is Chief Legal Officer and Corporate Secretary of Seritage Growth Properties (SRG), overseeing all legal compliance, litigation and transactional matters and human resources; prior to SRG, he was a partner in Sidley Austin LLP’s Real Estate Group (2005–2015), focused on financing, development, acquisitions/dispositions, leasing, and JV formation . Company-level performance under SRG’s ongoing Plan of Sale shows shrinking revenues and continued losses, with 3-year TSR deterioration reflecting the wind-down: revenue fell from $107.1M (2022) to $17.6M (2024), and net loss was $153.5M in 2024; cumulative TSR values for a $100 investment declined from 89 (2022) to 31 (2024) . SRG’s compensation philosophy since 2022 emphasizes retention and cash-based incentives (no new equity LTI), with annual bonuses paid at target if employed on the payment date and no performance metrics—an explicit design choice for Plan of Sale execution .
Company performance snapshot (fiscal years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 107,055,000 | 20,779,000 | 17,622,000 |
| EBITDA ($) | -40,256,000* | -54,800,000* | -41,270,000* |
| Net Income - (IS) ($) | -73,945,000 | -154,911,000 | -153,536,000 |
Values retrieved from S&P Global for EBITDA.*
Total Shareholder Return indicators:
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (Cumulative TSR) | 89 | 70 | 31 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sidley Austin LLP (Real Estate Group) | Partner | 2005–2015 | Led complex RE finance, development, acquisitions/dispositions, leasing, and JV formations; relevant to SRG’s asset monetization |
External Roles
- No external directorships or public company board roles are disclosed for Mr. Fernand in the 2025 proxy .
Fixed Compensation
Comp design emphasizes certainty and retention. Base salary and target annual bonus automatically increase 5% annually during the term; annual bonuses have no performance metrics and pay at target if employed on the payment date .
| Component | 2023 | 2024 |
|---|---|---|
| Base salary rate (comp period begin Mar 16) ($) | 425,000 | 446,250 |
| Target annual bonus ($) | 318,750 | 334,688 |
| Target bonus as % of base (derived) | 75.0% (318,750 / 425,000) | 75.0% (334,688 / 446,250) |
| Salary actually paid (FY) ($) | 425,000 | 441,346 |
| 401(k) match ($) | 13,200 | 13,800 |
Notes:
- Annual bonus is service-based; “no performance metrics” applies to bonuses during the Plan of Sale period .
Performance Compensation
SRG replaced equity LTI with unvested cash LTI (three-tranche vesting) starting 2023; a separate service-based retention bonus pays on fixed dates. No annual bonus performance metrics; vesting is time-based .
Annual bonus (service-based):
- Metric: None (service/continued employment)
- Target: $318,750 (2023), $334,688 (2024)
- Payout: Target if employed on payment date
Retention bonus program (service-based):
- 2023–2024 awards: $796,876 (2023–24 period) and $836,719 (2024–25 period) for Mr. Fernand
- Payment schedule each period: 25% on July 15; 25% on Nov 15; 50% on Mar 15 (continued employment required)
Unvested cash LTI awards (service-based; annual grants on Mar 15):
- 2023 grant: $318,750; vests one-third on grant (3/15/2023), one-third 3/15/2024, one-third 3/15/2025
- 2024 grant: $334,688; vests one-third on grant (3/15/2024), one-third 3/15/2025, one-third 3/15/2026
Detailed payout/vesting table:
| Incentive | Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus 2023 | None (service) | N/A | $318,750 | Target if employed | Paid on annual cycle |
| Annual Bonus 2024 | None (service) | N/A | $334,688 | Target if employed | Paid on annual cycle |
| Retention (2023–24) | None (service) | N/A | $796,876 | Paid per schedule | 25% 7/15, 25% 11/15, 50% 3/15 |
| Retention (2024–25) | None (service) | N/A | $836,719 | Paid per schedule | 25% 7/15, 25% 11/15, 50% 3/15 |
| Cash LTI (granted 3/15/2023) | None (service) | N/A | $318,750 | $106,250 vested in 2024 | 1/3 grant, 1/3 3/15/2024, 1/3 3/15/2025 |
| Cash LTI (granted 3/15/2024) | None (service) | N/A | $334,688 | $106,250 vested in 2024 | 1/3 grant, 1/3 3/15/2025, 1/3 3/15/2026 |
Equity awards:
- RSUs granted 3/15/2022 (time-based; 3 equal annual installments post-grant). Unvested as of 12/31/2024: 12,513 units (market value $51,554 at $4.12/sh on 12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 66,029 Class A shares (<1% of outstanding) |
| Shares outstanding (for % calc) | 56,324,607 Class A shares (record date 4/25/2025) |
| Unvested RSUs outstanding (12/31/2024) | 12,513 units; $51,554 at $4.12/share |
| Vested vs unvested | Unvested equity as above; remaining LTI is cash-based (service-vesting) |
| Options | None disclosed; Company does not grant options/SARs |
| Hedging/pledging | Prohibited for trustees and executive officers (policy) |
| Ownership guidelines | Trustee ownership guideline disclosed; no executive ownership guideline disclosed |
Notes:
- Shift away from equity LTI since 2022 reduces ongoing equity accumulation and potential forced selling pressure; only limited RSUs remain (12,513 units vesting on/around 3/15/2025, subject to service) .
Employment Terms
Term and severance economics (per employment agreement summary in proxy):
- Term reference: current employment agreement runs through March 15, 2026 (used in severance calculations) .
- Termination without Cause / resignation for Good Reason / non-renewal by Company (subject to release):
- Lump-sum cash equal to 12 months base salary, prorated annual bonus for year of termination, and 12 months subsidized COBRA at active employee rate .
- Lump-sum payment of unpaid retention bonuses scheduled during current term ending March 15, 2026 .
- Lump-sum cash equal to base salary that would have been paid from termination through March 15, 2026 .
- Lump-sum cash equal to target annual bonus plus target equity award value that would have been paid/granted during current term (offset by prior payments for same year(s)) .
- If Company terminates without Cause after non-renewal notice was due but not delivered and before next term, additional lump sum equal to one-third of (base + target bonus + target equity award value) for next compensation period .
- Equity/cash award treatment: any ungranted unvested cash awards for the period become immediately granted, vested, and payable; unvested portions of outstanding cash awards vest and pay; all outstanding unvested equity awards vest at termination .
- Restrictive covenants: 12-month non-compete and non-solicit; perpetual confidentiality; cooperation and non-disparagement provisions .
- Clawbacks/tax gross-ups: Not disclosed for Mr. Fernand in proxy .
Related governance notes:
- In 2024 the Compensation Committee did not formally meet (handled administrative matters by correspondence; 2024 exec comp matters addressed in 4Q 2023) .
- Compensation philosophy explicitly retention-focused due to Plan of Sale; no performance-based bonuses; cash LTI to avoid dilution and timing risks .
Investment Implications
- Pay-for-performance alignment risk: Annual bonuses are guaranteed at target (service only) and LTIs/retention are service-based, with no financial/TSR metrics—appropriate for a wind-down, but weakens performance linkage; equity grants ceased after March 2022, reducing ongoing “skin-in-the-game” accumulation .
- Limited insider selling pressure: Only 12,513 RSUs remain unvested (vesting around 3/15/2025), modest relative to float; most forward incentives are cash, not share-settled .
- Retention secured but costly in various termination scenarios: Broad-based acceleration and lump sums (including unpaid retention and target grant equivalents) could be material if turnover occurs before March 15, 2026; however, these are designed to assure continuity during the Plan of Sale .
- Governance mitigants: Strict no-hedging/no-pledging policy for executives reduces misalignment risk .
- Company performance backdrop: Revenues contracted materially and losses persisted through 2024 amid asset monetization; 3-year TSR erosion (from 89 to 31) underscores execution risk in maximizing residual value during the wind-down .
Supporting Details
Multi‑year Compensation (Mr. Fernand)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary paid ($) | 425,000 | 441,346 |
| Annual bonus ($) | 318,750 (target per agreement) | 334,688 (target per agreement) |
| Retention bonuses paid ($) | See program; applicable amounts per schedule | 816,797 |
| Vested cash LTI ($) | N/A in SCT for 2023; schedule applies | 212,500 |
| All other comp ($, 401k match) | 13,200 | 13,800 |
| Total ($) | 1,553,825 | 1,819,131 |
Note: 2024 “Bonus” column decomposed as Annual Bonus $334,688, Retention $816,797, Vested LTI $212,500 (sum shown in SCT) .
Equity and Vesting Schedules
- RSUs (granted 3/15/2022): 3 equal annual installments; unvested units at 12/31/2024 = 12,513; market value $51,554 at $4.12/sh on 12/31/2024 .
- Cash LTI Grants:
- 3/15/2023: $318,750; vesting 1/3 at grant (3/15/2023), 1/3 on 3/15/2024, 1/3 on 3/15/2025 .
- 3/15/2024: $334,688; vesting 1/3 at grant (3/15/2024), 1/3 on 3/15/2025, 1/3 on 3/15/2026 .
- Retention Bonuses: 25% each on July 15 and Nov 15; 50% on March 15 during each applicable period (continued employment required) .
Sources
- 2025 DEF 14A (Proxy Statement), published April 30, 2025: executive roles, compensation philosophy and details, ownership, governance, and pay-versus-performance .
- 2024 Form 10-K for FY 2024 (for revenues and net income citations as referenced in GetFinancials) .
- EBITDA values marked with an asterisk are retrieved from S&P Global via GetFinancials.*