Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2019, the Board of Trustees (the “Board”) of Seritage Growth Properties (the “Company”) elected Allison Thrush as a trustee of the Company and as a member of Class III of the Board. Ms. Thrush was also appointed to the Audit Committee of the Board.
Ms. Thrush will replace Mr. Thomas Steinberg on the Audit Committee effective May 6, 2019. Mr. Steinberg will continue in his roles as a trustee of the Company, Chairman of the Investment Committee and a member of the Nominating and Corporate Governance Committee.
Ms. Thrush, 55, previously served as a managing director of Fortress Investment Group LLC, where she was responsible for capital formation and investor relations for the firm’s private equity business. Her responsibilities included fund structuring, fundraising, and negotiation of the firm’s private equity investment partnerships, investor relations and client services, oversight of various advisory boards, and special projects relating to matters such as restructurings, recapitalizations and IPOs. Prior to joining Fortress in 2001, Ms. Thrush directed a portfolio of opportunistic real estate and private equity investments for the New York State Common Retirement Fund. Prior to that, she worked for the New York State Urban Development Corporation and Coopers and Lybrand, now PricewaterhouseCoopers. Ms. Thrush received a B.S. in Economics from the University of California, Berkeley, and a Masters in Public Policy from Harvard University’s Kennedy School of Government.
Ms. Thrush was not elected as a trustee of the Company pursuant to any arrangement or understanding with any other person. Ms. Thrush has no family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Thrush has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board has determined that Ms. Thrush qualifies as “independent” and “financially literate” under the rules of the New York Stock Exchange, including as required to serve as a member of the Audit Committee of the Board.
Ms. Thrush will be compensated for serving as a trustee of the Company in the same way as the other non-employee trustees of the Company are compensated, as described in the Company’s proxy statement relating to the 2019 annual meeting of the Company’s shareholders filed with the Securities and Exchange Commission on March 15, 2019.
A copy of the press release announcing Ms. Thrush’s election as a trustee of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
| 99.1 | Press Release dated April 19, 2019 |
