Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2025, the Board of Directors (the “Board”) of Seaport Entertainment Group Inc. (the “Company”) appointed Lenah Elaiwat, age 42, as the Chief Financial Officer and Treasurer of the Company.
Ms. Elaiwat served as Interim Chief Financial Officer and Treasurer of the Company from September 4, 2025 to December 1, 2025. Ms. Elaiwat also served as Chief Accounting Officer of the Company from April 2024 to December 1, 2025. Ms. Elaiwat brings nearly 20 years of experience in finance and accounting within the real estate sector. Prior to joining the Company, Ms. Elaiwat was Chief Accounting Officer for Regis Group PLC, where she led the accounting and finance functions for two start-up real estate investment platforms from 2022 to 2024. From 2019 to 2022, she served as Vice President of Accounting and Finance at Midwood Investment and Development, a private commercial real estate developer in New York City, overseeing accounting, treasury, finance and investor relations. Earlier in her career, Ms. Elaiwat held the role of Vice President, Accounting and Finance at Colony Capital Inc. (NYSE: CLNY) and its predecessor, NorthStar Realty Finance (NYSE: NRF), a diversified real estate investment trust, from 2014 to 2019. She began her career in the real estate audit practice at Ernst & Young LLP. Ms. Elaiwat holds a B.S in Information Technology from NJIT and an M.B.A in Professional Accounting from Rutgers University. She is also a Certified Public Accountant.
There are no arrangements or understandings between Ms. Elaiwat and any other persons pursuant to which she was appointed as Chief Financial Officer and Treasurer of the Company. Further, there are no family relationships between Ms. Elaiwat and any of the Company’s other directors or executive officers, and Ms. Elaiwat is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment as Chief Financial Officer and Treasurer of the Company, Ms. Elaiwat entered into an Employment Agreement (the “Agreement”), effective as of November 1, 2025 (the “Effective Date”).
The initial term of the Agreement expires on the fifth anniversary of the Effective Date, unless earlier terminated. Unless earlier terminated, upon the fifth anniversary of the Effective Date and each anniversary thereafter, Ms. Elaiwat’s employment under the Agreement will renew automatically for additional periods of one year, unless either party provides notice of non-renewal at least 60 days prior to the date of automatic renewal.
Under the Agreement, Ms. Elaiwat’s annual base salary is $450,000. During each calendar year of the employment period, Ms. Elaiwat is eligible for an annual cash bonus with a target amount of 75% of her annual base salary based upon the achievement of performance goals established by the Compensation Committee of the Board (the “Compensation Committee”) after consultation with the Chief Executive Officer of the Company (the “CEO”). If the Compensation Committee after consultation with the CEO establishes a minimum overall performance goal that Ms. Elaiwat is required to achieve to receive an annual bonus and the minimum goal is achieved, then the annual bonus for such calendar year will be equal to at least 50% of the target bonus amount, but no more than 150% of the target bonus amount.
Pursuant to the Agreement, on or as soon as practicable following the Effective Date, the Company will grant Ms. Elaiwat an initial equity award with an aggregate grant value of at least $192,329. The Agreement also provides that during each calendar year of the employment period beginning in calendar year 2026, Ms. Elaiwat will be eligible to receive an annual equity award with an aggregate targeted grant value on the date of grant equal to 75% of her annual base salary.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
