Partridge 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 his appointment as President and Chief Executive Officer of the Company, Mr. Partridge entered into an Amended and Restated Employment Agreement (the “Partridge Agreement”), effective as of September 4, 2025 (the “Effective Date”).
The initial term of the Partridge 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, Mr. Partridge’s employment under the Partridge 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 Partridge Agreement, Mr. Partridge’s annual base salary is $800,000. During each calendar year of the employment period, Mr. Partridge is eligible for an annual cash bonus with a target amount of 100% of his annual base salary based upon the achievement of performance goals established by the Compensation Committee of the Board (the “Compensation Committee”). If the Compensation Committee establishes a minimum overall performance goal that Mr. Partridge 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 Partridge Agreement, on or as soon as practicable following the Effective Date, the Company will grant Mr. Partridge an initial equity award with an aggregate grant value of at least $1,367,671. The Partridge Agreement also provides that during each calendar year of the employment period beginning in calendar year 2026, Mr. Partridge will be eligible to receive an annual equity award with an aggregate targeted grant value on the date of grant equal to $2,400,000.
The foregoing description of the Partridge Agreement is not complete and is qualified in its entirety by reference to the full text of the Partridge Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Appointment of Lenah Elaiwat as Interim Chief Financial Officer and Treasurer
Effective September 4, 2025, Lenah Elaiwat, age 42, was appointed Interim Chief Financial Officer and Treasurer of the Company. Ms. Elaiwat currently serves as the principal accounting officer of the Company, and, in connection with her appointment as Interim Chief Financial Officer, will also assume the role of the Company’s principal financial officer. There are no arrangements or understandings between Ms. Elaiwat and any other persons pursuant to which she was appointed as Interim Chief Financial Officer and Treasurer of the Company. 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.
Ms. Elaiwat also currently serves as Chief Accounting Officer of the Company. She has served in this role since April 2024. 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 Accounting from Rutgers University. She is also a Certified Public Accountant.
Item 7.01Regulation FD Disclosure.
On September 10, 2025, the Company issued a press release relating to the leadership changes described above in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01, including the press release, is being furnished and shall not be deemed “filed” for purposes
