DEF 14A of Hudson Pacific Properties, Inc., Mar 28, 2024

DEF 14A of Hudson Pacific Properties, Inc.

Filed Mar 28, 2024 · FY20230001104659-24-040574

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS At the Annual Meeting, our stockholders will be entitled to elect 10 directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. The Board has nominated Victor J. Coleman, Theodore R. Antenucci, Ebs Burnough, Jonathan M. Glaser, Robert L. Harris II, Christy Haubegger, Mark D. Linehan, Michael Nash, Barry A. Sholem and Andrea Wong for election as directors. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and ethnicity. The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee of the Board, or the Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, ability to make independent and analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Hudson Pacific Properties, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires and his or her successor is elected and qualifies. Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable or declines to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.

  2. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    | The Board unanimously recommends that the stockholders vote “FOR” the 10 director nominees. |

  3. MEMBERS OF THE BOARD OF DIRECTORS

    MEMBERS OF THE BOARD OF DIRECTORS

  4. MEMBERS OF THE BOARD OF DIRECTORS

    | NAME | AGE | AUDIT COMMITTEE | COMPENSATION COMMITTEE | GOVERNANCE COMMITTEE | INVESTMENT COMMITTEE | SUSTAINABILITY COMMITTEE | | Victor J. Coleman* | 62 | | | | | | | Theodore R. Antenucci† | 59 | | | | | | | Ebs Burnough† | 44 | | | | | | | Jonathan M. Glaser† | 61 | | | | | | | Robert L. Harris II† | 65 | | Chairperson | | | | | Christy Haubegger† | 55 | | | | | Chairperson | | Mark D. Linehan† | 61 | Chairperson | | | | | | Michael Nash† | 63 | | | | | | | Barry A. Sholem† | 68 | | | | | | | Andrea Wong† | 57 | | | Chairperson | | |

  5. MEMBERS OF THE BOARD OF DIRECTORS

    * Chief Executive Officer and Chairman of our Board † Independent within the meaning of applicable NYSE listing standards and SEC rules Committee member

  6. MEMBERS OF THE BOARD OF DIRECTORS

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  7. PROFILE OF NOMINEES

    PROFILE OF NOMINEES

  8. PROFILE OF NOMINEES

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  9. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    DIRECTOR NOMINEE SKILLS AND EXPERIENCE

  10. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    | | EXECUTIVE LEADERSHIP EXPERIENCE | PUBLIC BOARD EXPERIENCE | KEY INDUSTRY EXPERIENCE(1) | KEY MARKETS EXPERTISE(2) | FINANCIAL EXPERTISE(3) | CAPITAL MARKETS EXPERTISE | ADVANCED DEGREE PROFESSIONAL ACCREDITATION | | Coleman | • | • | • | • | | • | • | | Antenucci | • | • | • | • | | • | | | Burnough | • | | • | | | | • | | Glaser | • | • | | | • | • | • | | Harris | • | • | • | • | • | • | | | Haubegger | • | • | • | | | | • | | Linehan | • | • | • | | • | | • | | Nash | • | • | • | • | • | • | • | | Sholem | • | • | • | • | • | • | • | | Wong | • | • | • | • | | | • |

  11. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    (1) Media, Tech or Real Estate Industry Experience (2) Los Angeles, Silicon Valley, San Francisco, Seattle, New York, Vancouver or London/UK Market Experience Finance or Accounting Expertise

  12. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  13. DIRECTOR BIOGRAPHICAL INFORMATION

    DIRECTOR BIOGRAPHICAL INFORMATION

  14. DIRECTOR BIOGRAPHICAL INFORMATION

    | Victor J. Coleman Age: 62 Director Since: IPO | Mr. Coleman serves as Chief Executive Officer and Chairman of our Board, and has been a member of the Board since our IPO. Prior to the formation of our Company, Mr. Coleman founded and served as a managing partner of our predecessor, Hudson Capital, LLC, a private real estate investment company based in Los Angeles, California. Mr. Coleman is an active community leader, and is on the Founding Board of Directors for the Ziman Center for Real Estate (from 2004 to the present) at the UCLA Anderson School of Management, and also serves on the Boards of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission and the Los Angeles Chapter of the World Presidents’ Organization. In 2015, Mr. Coleman was awarded the City of Hope’s 2015 Spirit of Life Award presented by the Los Angeles Real Estate & Construction Industries Council, and the 2019 Real Star of Hollywood Award from the Friends of the Hollywood Central Park. Mr. Coleman’s experience as a director also includes service on the board of other publicly traded real estate investment trusts, or REITs, such as Douglas Emmett, Inc. (from 2006 to 2009) and Kite Realty (since 2012), where he currently serves as a member of its compensation committee. Mr. Coleman is also an investor in the Vegas Golden Knights, a National Hockey League team. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Arts in History from the University of California, Berkeley. Mr. Coleman was recommended by the Governance Committee and selected by our Board to serve as a director based on his deep knowledge of our Company and his experience in the real estate investment industry and pursuant to the terms of his employment agreement. He is a member of our Sustainability Committee. |

  15. DIRECTOR BIOGRAPHICAL INFORMATION

    | Theodore R. Antenucci Age: 59 Director Since: IPO | Mr. Antenucci has served as a member of our Board since our IPO. Since March 2011, Mr. Antenucci has served as President and Chief Executive Officer of Catellus Development Corporation, a leading national land developer. Until June 2011, Mr. Antenucci was also President and Chief Investment Officer of Prologis, as well as a member of its Executive Committee. Prologis is a global provider of distribution facilities with over $32 billion in real estate assets under management. He also served on the Board of Directors for Prologis European Properties, a public fund trading on the Euronext stock exchange in Amsterdam, from 2009 through June of 2011. Before joining Prologis in September 2005, Mr. Antenucci served as President of Catellus Commercial Development Corp., and was responsible for all development, construction and acquisition activities. Additionally, Mr. Antenucci has served on the board of trustees of the Children’s Hospital Colorado Foundation since December of 2010. Mr. Antenucci has also served on the board of directors of Iron Mountain, Inc., where he served on its audit committee. He earned a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara. Mr. Antenucci was recommended by the Governance Committee and selected by our Board to serve as a director based on his experience as an executive and board member of a REIT and his extensive real estate and development expertise in the Southern California market. He is a member of our Investment Committee and also serves as our Lead Independent Director. |

  16. DIRECTOR BIOGRAPHICAL INFORMATION

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  17. DIRECTOR BIOGRAPHICAL INFORMATION

    | Ebs Burnough Age: 44 Director Since: March 2022 | Mr. Burnough was appointed to serve as a member of our Board in March 2022. He is currently the Managing Director of Hatch House Productions, a production company focusing on film, television and theatre, which he joined in January 2017. Additionally, he serves as the President and founder of Ebs Burnough Solutions International (EBSI) a firm dedicated to providing clients with an interdisciplinary approach to marketing, communications and event production, founded in 2013. Prior to founding EBSI, Mr. Burnough served as Director of Communications for AERIN, a global lifestyle brand founded by cosmetics entrepreneur Aerin Lauder and also served as Deputy White House Social Secretary, where he developed and executed hundreds of events on behalf of President and Mrs. Obama, including the G-20 Global Summit, numerous White House State Dinners, as well as producing “Broadway at the White House,” televised on PBS. He currently serves on the boards of Sundance Institute Board of Trustees, as its Chair, Mrs. Wordsmith and Steppenwolf Theater and as an advisory board member of The Actors Fund. Mr. Burnough received a Bachelor of Science in Communications from Northwestern University. Mr. Burnough was recommended by the Governance Committee and selected by our Board to serve as a director based on his government experience as well as his career in the media and entertainment industry. He is a member of our Compensation Committee. |

  18. DIRECTOR BIOGRAPHICAL INFORMATION

    | Jonathan M. Glaser Age: 61 Director Since: IPO | Mr. Glaser has served as a member of our Board since our IPO. Mr. Glaser has been Managing Member of JMG Capital Management LLC since he founded the company in 1992. JMG Capital Management LLC is the General Partner of JMG Capital Partners, L.P., an investment limited partnership that has been a leader in various capital market strategies, private placements and additional financing strategies. Prior to founding JMG, Mr. Glaser was a member floor trader on both the American Stock Exchange and Pacific Stock Exchange. Mr. Glaser received a Juris Doctor degree from the Boalt Hall School of Law at the University of California, Berkeley, as well as a Bachelor of Arts degree from the University of California, Berkeley. Mr. Glaser was recommended by the Governance Committee and selected by our Board to serve as a director based on his capital markets expertise, as well as his extensive experience in portfolio management, financial oversight and directorship service. Mr. Glaser is a member of our Audit Committee. |

  19. DIRECTOR BIOGRAPHICAL INFORMATION

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  20. DIRECTOR BIOGRAPHICAL INFORMATION

    | Robert L. Harris II Age: 65 Director Since: December 2014 | Mr. Harris has served as a member of our Board since November 2023 and from 2014 to March 2023. He most recently served as Chairman of Acacia Research Corporation, where he served as a director since 2000, as President from 2000 to 2012 and as Executive Chairman of the Board from 2012 to 2016. Mr. Harris previously served as President and a director of Entertainment Properties Trust, a publicly traded entertainment, recreation and specialty real estate company which Mr. Harris founded, from 1997 to 2000. From 1993 to 1997, he led the International Division and served as Senior Vice President of AMC Entertainment. Prior to that, Mr. Harris served as President of Carlton Browne and Company, Inc., a holding company and trust with assets in real estate, insurance and financial services. He has also served on the boards of the George L. Graziadio School of Business and Management at Pepperdine University, CombiMatrix Corporation, True Religion Brand Jeans, the USA Volleyball Foundation and Imperial Bancorp. Our Board has determined that Mr. Harris should serve as a director on our Board based on his experience with REITs and as a member of senior management at both publicly traded and privately held companies. Mr. Harris is a Chairman of our Compensation Committee and is a member of our Governance Committee. |

  21. DIRECTOR BIOGRAPHICAL INFORMATION

    | Christy Haubegger Age: 55 Director Since: March 2019 | Ms. Haubegger has served as a director since March 2019. She was formerly Executive Vice President, Communications and Chief Inclusion Officer at WarnerMedia, which was owned by AT&T Inc. Previously, she led multicultural business strategy for Creative Artists Agency, or CAA, providing insights on diverse markets to CAA’s motion picture, music, marketing and television clients. Prior to that, Ms. Haubegger worked in the publishing and motion picture industries, having founded and served as publisher, president and CEO at Latina magazine, and served as a producer on several motion pictures. She also previously served on the board of Latina Media Ventures from 2003 to 2018, and currently serves on the boards of the NASDAQ-listed company Liberty Trip Advisor Holdings and Management Leadership for Tomorrow, a non-profit organization that works to increase the number of minority business leaders. She received a Juris Doctor degree from Stanford University and a Bachelor of Arts degree from the University of Texas at Austin. Ms. Haubegger was recommended by the Governance Committee and selected by our Board to serve as a director based on her expertise in the entertainment industry and professional relationships. She serves as the Chairperson of our Sustainability Committee and is a member of our Compensation Committee. |

  22. DIRECTOR BIOGRAPHICAL INFORMATION

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  23. DIRECTOR BIOGRAPHICAL INFORMATION

    | Mark D. Linehan Age: 61 Director Since: IPO | Mr. Linehan has served as a member of our Board since our IPO. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993. Wynmark Company is a private real estate investment and development company with interests in properties in California, Nevada and Montana. Prior to founding Wynmark Company, Mr. Linehan was a Senior Vice President with the Trammell Crow Company in Los Angeles, California. Before that, Mr. Linehan was with Kenneth Leventhal & Co. (now Ernst & Young LLP), a Los Angeles-based public accounting firm. He currently serves on the board of Cannae Holdings, Inc. He previously served on the board of Condor Hospitality Trust, a publicly traded REIT. Mr. Linehan is actively involved with the community through his service as Chairman of Direct Relief and on the board of the National Cowboy and Western Heritage Museum, as well his previous board membership with the UC Santa Barbara Foundation and the Camino Real Park Foundation. Mr. Linehan received a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant. Mr. Linehan was recommended by the Governance Committee and selected by our Board to serve as a director based on his extensive experience in real estate investment and development as well as his expertise in accounting matters. Mr. Linehan is the Chairperson of our Audit Committee and is a member of our Investment Committee. |

  24. DIRECTOR BIOGRAPHICAL INFORMATION

    | Michael Nash Age: 63 Director Since: January 1, 2024 | Mr. Nash has served as a member of our Board since January 2024 and from 2015 to 2019. Mr. Nash was previously the Co-Founder and Chairman of Blackstone Real Estate Debt Strategies. He was also a member of the Real Estate Investment Committee for both Blackstone Real Estate Debt Strategies and Blackstone Real Estate Advisors, as well as Executive Chairman of Blackstone Mortgage Trust, a NYSE listed REIT. Prior to Blackstone, Mr. Nash led Merrill Lynch’s Real Estate Principal Investment Group—Americas. He is a member of our Audit and Investment Committees. |

  25. DIRECTOR BIOGRAPHICAL INFORMATION

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  26. DIRECTOR BIOGRAPHICAL INFORMATION

    | Barry A. Sholem Age: 68 Director Since: March 2023 | Mr. Sholem was appointed to serve as a member of our Board in March 2023. He is the Founder and Partner of Real Estate for investment advisory firm MSD Partners, L.P. and currently serves as the Chairman and Senior Advisor of Real Estate for BDT & MSD Partners, a merchant bank. Prior to joining MSD Partners, L.P., Mr. Sholem was Chairman of DLJ Real Estate Capital Partners, a real estate fund that he co-founded and that invested in a broad range of real estate-related assets, and a Managing Director at Credit Suisse First Boston. Prior to that, Mr. Sholem was head of the west coast real estate group for Goldman Sachs. Mr. Sholem is a member of the Urban Land Institute, the Real Estate Roundtable and the University of California, Berkeley Real Estate Advisory Board. Mr. Sholem is also a board member for SITE Centers, where he serves on the Nominating and ESG Committee. Mr. Sholem received a Bachelor of Arts in Economics and Political Science from Brown University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. Mr. Sholem was recommended by the Governance Committee and selected by our Board to serve as a director based on his expertise as an executive and leader in the commercial real estate business and investment strategy. Mr. Sholem is a member of our Governance and Sustainability Committees. |

  27. DIRECTOR BIOGRAPHICAL INFORMATION

    | Andrea Wong Age: 57 Director Since: August 2017 | Ms. Wong has served as a member of our Board since August 2017. Ms. Wong also serves on the boards of Liberty Media Corporation, Qurate Retail Group and Roblox Corporation. Ms. Wong was most recently President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment based in London. She oversaw Sony Pictures Television’s 18 overseas production companies, creating nearly 1,300 hours of entertainment around the world each year. Among her many achievements in this role, Ms. Wong brought The Crown to Sony, winner of the Golden Globes for Best Drama Television Series and numerous other accolades. As President, International for Sony Pictures Entertainment, Ms. Wong guided the company on matters impacting international production and championed the studio’s interests abroad. Previously, Ms. Wong served as President and CEO of Lifetime Networks where she oversaw the operations of Lifetime Television, Lifetime Movie Network, Lifetime Real Women, and Lifetime Digital, including programming, marketing, advertising sales, affiliate sales, public affairs, business and legal affairs, strategic planning, operations and research. Prior to that, Ms. Wong was Executive Vice President, Alternative Programming, Specials and Late Night at ABC where she developed shows such as The Bachelor, the U.S. version of Dancing with the Stars and the Emmy-award winning Extreme Makeover: Home Edition. Ms. Wong graduated from MIT with a degree in electrical engineering and received a MBA from Stanford University. She is a Henry Crown Fellow at the Aspen Institute and a member of the Committee of 100. Ms. Wong was recommended by the Governance Committee and selected by our Board to serve as a director based on her experience in the media and entertainment industry. Ms. Wong is the Chairperson of our Governance Committee. |

  28. DIRECTOR BIOGRAPHICAL INFORMATION

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Board has approved a compensation program for our non-employee directors, or the Director Compensation Program, which governed our 2023 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.

  30. 2023 DIRECTOR COMPENSATION PROGRAM

    2023 DIRECTOR COMPENSATION PROGRAM The 2023 Director Compensation Program consists of the components listed below:

  31. 2023 DIRECTOR COMPENSATION PROGRAM

    | Annual Cash Retainer(1) | $70,000 | | Additional Cash Retainers(1): | | | Lead Independent Director | $35,000 | | Chair of the Audit Committee | $25,000 | | Chair of the Compensation Committee | $15,000 | | Chair of the Governance Committee | $12,500 | | Chair of the Sustainability Committee | $7,500 | | Member of the Audit Committee | $12,500 | | Member of the Compensation Committee | $7,500 | | Member of the Governance Committee | $7,500 | | Member of the Sustainability Committee | $5,000 | | Annual equity award value(2) | $120,000 |

  32. 2023 DIRECTOR COMPENSATION PROGRAM

    (1) Paid in quarterly installments in arrears. (2) Valued on the date of grant and vests in three equal installments. In 2023, non-employee directors were permitted to elect to receive up to 100% of their annual and/or committee cash retainers in a combination of cash and/or in the form of fully vested shares or fully vested LTIP Units payable on a current or deferred basis. We also reimburse each of our non-employee directors for travel expenses incurred in connection with attendance at full Board and committee meetings. In accordance with our 2010 Plan, the maximum aggregate value of cash compensation and equity-based awards granted to any non-employee director during any calendar year is $500,000.

  33. 2023 DIRECTOR COMPENSATION PROGRAM

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  34. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    2023 NON-EMPLOYEE DIRECTOR COMPENSATION The following table provides additional detail regarding the 2023 compensation of our non-employee directors:

  35. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | NAME(1) | FEE PAID IN CASH ($)(2) | STOCK AWARDS ($)(3) | TOTAL ($) | | Theodore R. Antenucci(4) | — | 231,664(4) | 231,664 | | Karen Brodkin(5) | 82,500 | 120,000 | 202,500 | | Ebs Burnough | 77,500 | 120,000 | 197,500 | | Richard B. Fried(6) | 42,500 | — | 42,500 | | Jonathan M. Glaser | 82,500 | 120,000 | 202,500 | | Robert L. Harris II(7) | 50,625 | 62,245 | 112,870 | | Mark D. Linehan | 95,000 | 120,000 | 215,000 | | Christy Haubegger | 85,000 | 120,000 | 205,000 | | Andrea Wong | 82,500 | 120,000 | 202,500 | | Barry A. Sholem(8) | 42,625 | 143,932 | 186,557 |

  36. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2023 and did not receive compensation for his services as a director. All compensation paid to Mr. Coleman for the services he provided to us in 2023 is reflected in the Summary Compensation Table. (2) Reflects cash retainer fees actually paid in 2023. (3) With the exception of Mr. Fried, each non-employee director serving on our Board on May 25, 2023, the date of our 2023 Annual Meeting of Stockholders, received a grant of RSUs valued at $120,000 on the grant date, with the number of shares determined by dividing $120,000 by the closing price of our common stock on the grant date. Upon Mr. Harris rejoining the Board in November 2023, he received a grant of 12,523 RSUs, representing a prorated portion of the annual RSU award granted to our non-employee directors on the date of our 2023 Annual Meeting of Stockholders. Each RSU award will vest, and the restrictions thereon will lapse, in three equal annual installments on each of the first three anniversaries of May 25, 2023, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of RSU awards granted with respect to services performed in 2023 computed in accordance with ASC Topic 718, Compensation—Stock Compensation, or ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to directors in Notes 2 and 13 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 16, 2024. As of December 31, 2023, Messrs. Antenucci, Glaser, and Linehan, and Mses. Haubegger and Wong each held 32,193 RSUs, Mr. Burnough held 31,319 RSUs, Mr. Harris held 12,523 RSUs, and Mr. Sholem held 29,146 RSUs. Mr. Antenucci elected to receive 100% of his annual and committee cash retainers in fully vested LTIP Units having an equal value (as of the grant date) to the amount otherwise payable in cash. (4) Mr. Antenucci elected to receive 100% of his annual and committee cash retainers in fully vested LTIP Units having an equal value (as of the grant date) to the amount otherwise payable in cash. (5) Ms. Brodkin resigned from our Board on November 8, 2023. Concurrent with Ms. Brodkin’s resignation, our Board voted to appoint Mr. Harris as her successor. (6) Mr. Fried resigned from our Board on December 31, 2023. Concurrent with Mr. Fried’s resignation, our Board voted to appoint Mr. Nash as his successor. In March 2023, Mr. Fried voluntarily elected to forego his annual director compensation. Since then, he has not received any compensation for his service on our Board. Amount represents cash retainer fees paid to Mr. Fried for services through March 2023.

  37. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  38. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    Mr. Harris resigned from our Board on March 13, 2023 and rejoined the Board on November 8, 2023 upon Ms. Brodkin’s resignation. (8) Mr. Sholem was appointed to our Board on March 13, 2023.

  39. 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    Voluntary Agreement to Reduce 2023 LTI Values by 25%. Due to the challenging market conditions, our NEOs voluntarily agreed to not receive relative TSR-based Performance Units granted in 2023, which would have represented 50% of their target Performance Units under the original LTI design (and 25% of their overall 2023 annual long-term equity incentives inclusive of the time-based LTIP Units). The NEOs’ decision to eliminate these awards from the original design was due to G&A sensitivity and dilution management. • 2023 Performance Unit Awards. In response to the voluntary elimination of the relative TSR-based Performance Units, the Committee added a relative TSR modifier to the 2023 operational-based Performance Units, which may reduce payouts by up to 40%, to keep management’s interests aligned with the experience of stockholders. In addition, the Committee also added a debt metric to the 2023 operational-based Performance Units as a key metric for managing the difficult economic climate.

  40. Executive Pay and Financial-TSR Alignment

    Executive Pay and Financial-TSR Alignment Consistent with intended plan design, our TSR performance has a meaningful and direct impact on the compensation earned by our NEOs. Our relative TSR and financial performance has a meaningful effect on payouts under our Performance Unit program. To the extent that we do not achieve strong relative returns, payouts are materially impacted. Additionally, performance-based and time-based equity awards granted to our NEOs have a two- to three-year, respectively, mandatory post-vest holding period, thereby further aligning our executives to the same stock price fluctuations as our stockholders over a long-term horizon. 2023 alignment between compensation and our financial and TSR performance is highlighted below: • No Payout Earned Under the 2021 Relative TSR Performance Units. Our 2021 Performance Unit program completed its three-year performance period on December 31, 2023 and earned 0% under the relative TSR component. • 40% Reduction to the 2021 Operational Performance Units. Potential payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance. • 50% Voluntary Reduction to 2023 Performance Units. Our NEOs voluntarily agreed to not receive relative TSR-based Performance Units, which represented 50% of their target Performance Unit value under the original LTI design (and 25% of their overall 2023 annual long-term equity incentives inclusive of their time-based LTIP Units). This resulted in an automatic decrease of 2023 target compensation equal to $2,000,000 for our CEO and $250,000 to $875,000 for our other NEOs. • No Target Pay Increases. For the past two years, the Compensation Committee has approved no increases to pay opportunities for any of our NEOs. The increase in the NEO’s 2023 total compensation as reported in the Summary Compensation Table, as compared to 2022 is solely a result of a change in the timing of our annual time-based LTIP Unit awards from year-end to January of the following year. As disclosed in last year’s proxy, the 2022 annual LTIP Unit awards were granted in January 2023 (rather than December 2022) and so in accordance with SEC rules were reportable as 2023 compensation and no time-based LTIP Units were reportable in 2022.

  41. 2021 Performance Unit Award

    2021 Performance Unit Award January 1, 2021—December 31, 2023

  42. 2021 Performance Unit Award

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  43. 2021 Performance Unit Award

    Based on 61% earned target Performance Units based on the closing price of the Company’s common stock as of December 29, 2023 (the last trading day of the year) of $9.31. Earned units are subject to an additional two-year post vest holding period. (2) Reflects the grant date fair value of our CEO’s 2021 Performance Unit Award as reported in our 2022 Proxy Statement .

  44. How We Determine Executive Compensation

    | COMPENSATION COMMITTEE | COMPENSATION CONSULTANT | HPP MANAGEMENT | | Exercises independent discretion with respect to executive compensation matters | Advises the Committee on competitive benchmarking for pay levels, best practices in plan design, and governance trends | CEO provides input on individual performance for other NEOs and results against key non-financial business goals | | Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs | Assists with peer group selection and analysis | Provides additional information as requested by the Committee | | Reviews and approves individual targets and actual compensation for the most senior executives | Reviews and advises on recommendations, plan design and measures | |

  45. ENGAGEMENT OF COMPENSATION CONSULTANT

    ENGAGEMENT OF COMPENSATION CONSULTANT The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In 2023, the Compensation Committee engaged FPC to provide market-based compensation data and to advise on industry trends and best practices. Other than advising the Compensation Committee as described above, FPC did not provide any services to the Company in 2023. Furthermore, our management team neither made the decision, nor recommended that the Compensation Committee decide, to engage FPC. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with FPC. The Compensation Committee has considered the independence of FPC, and each other adviser and outside legal counsel that provide advice to the Compensation Committee, consistent with the requirements of NYSE, and has determined that FPC and such other advisers are independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining FPC. The Compensation Committee intends to reassess the independence of its advisers at least annually.

  46. How We Use Peer Group Data

    How We Use Peer Group Data Each year, the Company reviews the peer group to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPC prepared for the Compensation Committee a peer group using the following selection criteria: • Office sector REITs that invest in Class “A” space in high barrier-to-entry markets; • Select diversified REITs that own a large office portfolio; and • Peer companies that generally range in size from approximately 0.5x to 2.5x of our implied equity market capitalization and total enterprise value while also being sensitive to peer group continuity and market fluctuations. In 2023, our peer group (the “Executive Compensation Peer Group”) had a median enterprise value(1) of $5.9B and implied equity market capitalization(1) of $2.8B, compared to Hudson Pacific Properties at $7.0B and $1.3B, respectively, and included the following companies:

  47. How We Use Peer Group Data

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  48. How We Use Peer Group Data

    (1) All financial data in $ millions per S&P Global Market Intelligence as of December 31, 2023. (2) Howard Hughes Holdings, Inc. (HHC) was removed from the peer group based on the Compensation Committee’s assessment that (i) HHC was the largest peer in term of implied equity market capitalization, and (ii) while HHC owns and develops office properties, they are primarily engaged in mixed-use developments and master planned communities in regions that HPP does not currently operate in. The Compensation Committee uses the peer group data as one tool in assessing and determining pay for our NEOs. Peer group data is intended to provide the Compensation Committee with insight into the overall market pay levels, market trends, best governance practices and industry performance. The compensation analysis for the peer group provided an overview of typical compensation components (e.g., base salaries, annual bonuses and long-term equity incentives), as well as the range of compensation levels by position, in each case, generally found within the relevant peer group. The peer group compensation analysis prepared by FPC was used by the Compensation Committee for informational purposes only and to assess the competitiveness of each NEO’s overall compensation.

  49. Base Salaries

    No formulaic base salary increases are provided to our NEOs; however, the Compensation Committee may adjust base salaries in connection with its periodic review. • While the Company does not target any particular peer group percentile for salaries (or any other compensation element), the Compensation Committee does factor peer group salaries into the overall decision-making process and determined these levels were appropriate in the context of each individual’s role, responsibility and performance. • In December 2022, the Compensation Committee reviewed base salaries for the NEOs based on competitive market data, internal equity factors, individual performance, and individual roles and responsibilities. Based on this competitive review, the Compensation Committee determined to not increase base salaries for 2023. The following table sets forth the 2023 base salaries for each of our NEOs:

  50. Cash Bonuses

    Cash Bonuses During 2023, our NEOs were eligible for annual cash bonus payments based in part upon: • Achieving objective financial performance goals during the year, and • The Compensation Committee’s review of other key corporate performance factors and each NEO’s individual performance.

  51. 2023 Cash Bonus Opportunities

    2023 Cash Bonus Opportunities Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation dependent on Company and individual performance. For 2023, the Compensation Committee reviewed our NEOs’ bonus opportunities and determined that it was appropriate to recalibrate the payouts at threshold and maximum to better align with the market and provide a consistent threshold payout equal to 60% of target and a maximum opportunity equal to 150% of target for each NEO. Target bonus opportunities for Messrs. Coleman, Lammas and Diramerian remained unchanged from 2022 levels. The threshold, target and maximum percentages of base salary for 2023 were as follows:

  52. 2023 Cash Bonus Opportunities

    | EXECUTIVE | THRESHOLD | TARGET | MAXIMUM | | Victor J. Coleman | 105% | 175% | 262.5% | | Mark T. Lammas | 78% | 130% | 195.0% | | Harout Diramerian | 69% | 115% | 172.5% | | Arthur X. Suazo | 69% | 115% | 172.5% | | Steven Jaffe | 69% | 115% | 172.5% | | Kay L. Tidwell | 69% | 115% | 172.5% |

  53. 2023 Cash Bonus Opportunities

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  54. 2023 Cash Bonus Scorecard

    2023 Cash Bonus Scorecard For 2023, we used a formulaic cash bonus program that is based primarily on the achievement of several objective Company performance criteria that incentivize management to focus on financial goals that are aligned with our annual operating budget and strategic goals for the year. The Compensation Committee’s goal setting process is multi-faceted. Each year, metrics and goals are established based on a thorough review of historical goals, industry expectations and internal priorities and budgeting. Target levels are intended to be both challenging and achievable while maximum levels are intended to represent stretch goals, which, if achieved, will result in performance at the top of our sector. The following highlights the 2023 key considerations and changes: • As a result of the material and uncertain impact of the studio-related strikes on our studio operations, the Committee decided to not incorporate the FFO goal used in 2022 in our 2023 bonus program and instead the metrics used to assess financial performance included the financial performance of our office portfolio unimpacted by the strikes; • Continued to allocate 80% to pre-established corporate performance goals and 20% to other key performance factors assessed by the Compensation Committee (including the management of our studio business); • Used relative metrics for the same store NOI and occupancy financial measures to ensure that the goals are challenging in light of the continued disruption to the office real estate market and that above target payouts shall only be earned if we outperform our peers; and • Increased the rigor of the ESG goal by requiring the achievement of 15 ESG priorities to earn maximum payouts (vs. 13 in 2022). The 2023 cash bonus program included the following measures:

  55. 2023 Cash Bonus Scorecard

    | METRIC AND RATIONALE FOR INCLUSION | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | ACTUAL(1) | | Relative Same-Store Cash NOI(2) Growth Encourages focus on internal and relative growth as compared to the Executive Compensation Peer Group average. | 40% | -100 bps | Peer Group Average | +100 bps | +147 bps | | Relative Office Same-Store Occupied Percentage Measures our ability to attract and retain tenants compared to our Executive Compensation Peer Group | 20% | -150 bps | Peer Group Average | +150 bps | -300 bps | | Accomplishment of ESG Priorities Encourages focus and progress toward measurable annual ESG goals and promotes transparency on our ESG strategy and objectives | 20% | 11 of 16 | 13 of 16 | 15 of 16 | 14 See Below | | Other Key Corporate Performance Factors and Individual Performance Rewards management for the achievement of additional strategic initiatives, including (i) Pre- development and development activities, (ii) Studio segment results, (iii) Balance sheet and liquidity management, and (iv) other relevant factors (including individual performance) as deemed appropriate | 20% | Compensation Committee’s Assessment | | | 110% |

  56. 2023 Cash Bonus Scorecard

    Actual results for Relative Same-Store Cash NOI Growth and Relative Office Same-Store Occupied Percentage are inclusive of One Westside, which was sold on December 27, 2023.

  57. 2023 Cash Bonus Scorecard

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  58. 2023 Cash Bonus Scorecard

    Refer to Appendix A for our definition of net operating income and a reconciliation from net income to same-store cash net operating income. The following reflects the accomplishment of 2023 ESG Priorities, which represents 20% of the cash bonus program, the possible points that can be earned under each goal, and the actual points earned for 2023. The achievement of 11 points results in a threshold payout, 13 points results in a target payout and 15+ points results in a maximum payout, with linear interpolation for in-between performance as follows:

  59. 2023 Cash Bonus Scorecard

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  60. 2023 Cash Bonus Scorecard

    | ESG PRIORITIES | POSSIBLE POINTS | ACTUAL POINTS | YE 2023 STATUS | | Publication of Annual Corporate Responsibility (CR) Report | Up to 3 Points | 3 Points | Comments | | Report aligns with established ESG reporting framework (e.g., GRI, SASB, TCFD) • Alignment with two or more (1 point) • Alignment with three or more (2 points) | 2 | 2 | CR report published in June 2023 was aligned with GRI, SASB and TCFD | | Key data in the report is reviewed and/or assured by an independent third-party | 1 | 1 | EY assured 10 key metrics in the CR report | | Submission to Key Third Party ESG Surveys | Up to 6 Points | 4 Points | Comments | | Submission to GRESB, with score in line with (1 point) or better than (2 points) prior year | 2 | 1 | Maintained Office Americas Sector Leader Status in GRESB 2023 | | Submission to S&P Corporate Sustainability Assessment, with score in line with (1 point) or better than (2 points) prior year | 2 | 1 | Maintained top decile rank in S&P 2023 (94th percentile) | | Submission to CDP, with score in line with (1 point) or better than (2 points) prior year | 2 | 2 | CDP score improved from 42% to 43% | | Recognition for ESG Achievements from Prominent Third Parties | Up to 3 Points | 3 Points | Comments | | Recognition from national/international ESG/sustainability organizations (e.g., ENERGY STAR, Newsweek, USGBC) • Recognition from two or more (1 point) • Recognition from three or more (2 points) | 2 | 2 | 2023 ENERGY STAR Partner of the Year, 2023 Newsweek’s America’s Most Responsible Companies, 2023 Bloomberg Gender Equality Index | | Recognition from at least one national/ international real estate industry association (e.g., Nareit, BOMA, NAIOP) | 1 | 1 | 2023 Nareit Leader in the Light Award | | Meaningful Progress Toward HPP’s Key Long-Term ESG Goals | Up to 4 Points | 4 Points | Comments(1) | | Climate: On track to achieve HPP’s science-based target to reduce absolute GHG emissions 50% by 2030, from a 2018 baseline | 1 | 1 | 14% by YE22, on track to target | | Waste: On track to achieve HPP’s target to be zero waste (90% landfill diversion rate) in all operations by 2030 | 1 | 1 | 44% by YE22, on track to target | | Community Impact: Adherence to HPP’s commitment to donate1% of adjusted net earnings annually | 1 | 1 | Donated $1M in 2022, or 7% of adjusted net earnings, well above target | | Supplier Diversity: On track to achieve HPP’s target to increase development project spend with local and/or traditionally underrepresented supplier to 15% by 2025 | 1 | 1 | Both Sunset Glenoaks and Washington 1000 on track to be significantly over 15% | | TOTAL POSSIBLE POINTS: | 16 POINTS | 14 POINTS | |

  61. 2023 Cash Bonus Scorecard

    At the time 2023 cash bonus compensation was determined, full year data for 2023 was not yet available. Full year 2022 metrics were relied upon for the below elements.

  62. 2023 Cash Bonus Scorecard

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  63. 2023 Cash Bonus Scorecard

    The 2023 cash bonus program also contained an element based on the Compensation Committee’s assessment of other key corporate performance factors and the executive’s individual performance. In determining whether each executive should receive a payout under this component, the Compensation Committee reviewed the Business and Performance elements outlined or pages 33-34, in addition to the following key performance factors:

  64. 2023 Cash Bonus Scorecard

    | PERFORMANCE FACTOR | REVIEW OF 2023 PERFORMANCE | | Pre-Development and Development Activities | • Closed on the acquisition of the $350.0 million total capitalization Sunset Pier 94 development in August 2023, Manhattan’s first purpose-built film studio and HPP’s entry into the New York market • Obtained approvals from the City of Los Angeles for a revised master plan and extension of entitlements from 2023 to 2029 at Sunset Grower • Selected as the winning developer by Los Angeles Community College District through an RFP process for the exclusive rights to negotiate a development agreement for 10100 Jefferson in Culver City • Completed master planning for Sunset Las Palmas and filed for entitlements with the City of Los Angeles to obtain additional development rights | | Studio Segment Results | • Successful integration of our four studio operating businesses (Sunset, Quixote, Star Waggons, Zio) into one platform • Mitigated losses from unprecedented, industry-wide dual strikes through reduction of G&A expenses, deferral of capital expenditures across Sunset Studios and Quixote to preserve cash, and termination of five leases to consolidate operations at existing properties • Negotiated consolidated Union Agreement with Teamsters, resulting in $3.8 million in savings versus initial union position, without incurring any negative press | | Balance Sheet Management | • $0.8 billion of total liquidity comprised of $100.4 million of unrestricted cash and cash equivalents and $708.0 million of undrawn capacity under the unsecured revolving credit facility • $17.5 million and $183.1 million of undrawn capacity under construction loans secured by Sunset Glenoaks and Sunset Pier 94, respectively • HPP’s share of net debt to HPP’s share of undepreciated book value was 36.5% with 86.1% of debt fixed or capped and no maturities until November 2025 |

  65. 2023 Cash Bonus Payouts

    2023 Cash Bonus Payouts Based on achievements described above and in consideration of each NEO’s considerable efforts and individual achievements in 2023, the Compensation Committee awarded a payout at 110% of target under the discretionary component of the cash bonus program.

  66. 2023 Cash Bonus Payouts

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  67. 2023 Cash Bonus Payouts

    The 2023 annual cash bonuses paid to our NEOs are as follows:

  68. 2023 Cash Bonus Payouts

    | EXECUTIVE | 2023 Bonus ($) | | Victor J. Coleman | $1,872,501 | | Mark T. Lammas | $1,059,943 | | Harout Diramerian | $582,027 | | Arthur X. Suazo | $711,229 | | Steven Jaffe | $646,013 | | Kay L. Tidwell | $646,013 |

  69. 2023 Cash Bonus Payouts

    Pursuant to our executive deferral election program, Messrs. Coleman, Lammas, Diramerian, and Ms. Tidwell elected to receive 50%, 50%, 25%, and 20% of their 2023 annual cash bonus, respectively, in a number of fully vested LTIP Units determined based on the closing price of the Company’s common stock on the payment date.

  70. Long-Term Equity Incentives

    Long-Term Equity Incentives The goals of our long-term, equity-based awards are to incentivize and reward increases in long-term stockholder value and to align the interests of our NEOs with the interests of our stockholders. Our long-term equity incentive program is bifurcated into two components as follows:

  71. Annual LTIP Unit Awards

    Annual LTIP Unit Awards In January 2023, the Compensation Committee approved time-based awards of LTIP Units for our NEOs. These awards are designed to: • Enable our executive officers to establish or enhance meaningful equity stakes in the Company and directly align the interests of our NEOs with those of our stockholders; and • Enable us to deliver competitive compensation to the executive officers at levels sufficient to attract and retain top talent within the office REIT industry. In determining the dollar-denominated value of the LTIP Unit awards for our NEOs, the Compensation Committee analyzed: • The Company’s financial and operational performance; • The role and responsibilities of the individual; • Individual performance history (which for NEOs other than our CEO included Mr. Coleman’s input); and • Prevailing market practices based on market data provided by FPC with respect to our Executive Compensation Peer Group. Annual equity awards were not determined based on the attainment of any particular individual or Company-level performance goal(s) or the application of any benchmarking or formula(e). Instead, the Compensation Committee considered the peer group market data and our operational performance in determining the appropriate values. Based on this assessment, the Compensation Committee determined it was appropriate to keep each executive’s dollar-denominated value of the 2023 Annual LTIP Unit awards unchanged from amounts granted with respect to the 2022 Annual LTIP Unit awards (which were granted in December 2021 as described further below). In 2022, the Compensation Committee determined that it would be appropriate to change the timing of the time-based equity awards from December each year to January of the following year (which is consistent with prevailing market practice). Accordingly, no time-based equity awards were granted in fiscal 2022 and instead the year-end 2022 Annual LTIP Unit awards were granted in January 2023. As a result of this timing change, the reported value

  72. Annual LTIP Unit Awards

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  73. Annual LTIP Unit Awards

    in the “Stock Awards” column in the Summary Compensation Table increased from 2022 to 2023 but does not reflect an increase to the approved values of the 2023 Annual LTIP Unit awards for our NEOs. The Annual LTIP Unit awards were as follows:

  74. Annual LTIP Unit Awards

    | EXECUTIVE | 2023 Annual LTIP Unit Awards (Granted in January 2023) ($)(1) | 2022 Annual LTIP Unit Awards (Granted in December 2021) ($)(2) | Change Year-Over-Year (%)(3) | | Victor J. Coleman | 4,000,000 | 4,000,000 | 0% | | Mark T. Lammas | 1,750,000 | 1,750,000 | 0% | | Harout Diramerian | 625,000 | 625,000 | 0% | | Arthur X. Suazo | 625,000 | 625,000 | 0% | | Steven Jaffe | 500,000 | 500,000 | 0% | | Kay L. Tidwell | 500,000 | 500,000 | 0% |

  75. Annual LTIP Unit Awards

    (1) Amounts reflect dollar-denominated values of LTIP unit awards. The grant date fair values, computed in accordance with ASC 718, are $3,255,912, $1,424,460, $508,733, $508,733, $406,985 and $406,985 for Messrs. Coleman, Lammas, Diramerian, Suazo, and Jaffe and Ms. Tidwell, respectively. (2) Amounts reflect dollar-denominated values of LTIP unit awards. The grant date fair values, computed in accordance with ASC 718, are $3,264,191, $1,428,087, $510,025, $510,025, $408,016, and $408,016 for Messrs. Coleman, Lammas, Diramerian, Suazo, Jaffe and Ms. Tidwell, respectively. (3) No time-based equity awards were granted during fiscal 2022 and instead the 2023 Annual LTIP Unit awards were granted in January 2023. The reported value in the “Stock Awards” column in the Summary Compensation Table increased from 2022 to 2023 and is a result of the changing in timing and not an increase to the approved dollar-denominated values of the annual LTIP Unit awards. These awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date, subject to the executive’s continued service through such vesting date and further subject to an additional mandatory holding period under which the NEOs cannot transfer vested units for an additional three years following the applicable vesting date. The LTIP Unit awards are subject to accelerated vesting upon certain terminations (as described below in the section entitled “Potential Payments Upon Termination or Change in Control”).

  76. Annual LTIP Unit Awards

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  77. Performance Unit Awards

    Performance Unit Awards Performance Unit awards are granted as Performance Units in our operating partnership. Under the Performance Unit program, a fixed number of Performance Units will be issued at the onset of the performance period and may be earned under a range of payouts based on stated goals. Below is a summary of the key terms of the 2023 Performance Unit awards:

  78. Performance Unit Awards

    | FEATURE | DESCRIPTION | OBJECTIVE | | Plan Concept | Three-year performance award program with Performance Units issued at the outset of the plan which may be earned based on the Company’s Net Debt to Gross Asset Value, Leasing Volume, and G&A to Consolidated Assets performance (such Performance Units, the “Operational Units”) over a one-year measurement period, commencing January 1, 2023 and ending December 31, 2023 (such earned Operational Units, the “Banked Units”). Additionally, the Banked Units will be subject to modification based on relative TSR performance over a three-year measurement period commencing January 1, 2023 and ending December 31, 2025 (“3-Year Measurement Period”). | | | | Originally, the 2023 Performance Unit awards were supposed to consist of a three-year performance award program with Performance Units to be issued at the onset of the plan which may have been earned as follows: (i) 50% of grant date fair value based on relative TSR performance (the “Relative TSR Units”) and (ii) 50% of grant date fair value based on operational metrics (as described above), subject to an absolute TSR modifier. In February 2023, our NEOs voluntarily agreed to not receive the Relative TSR Units, following which the Operational Units were redesigned to replace the absolute TSR modifier with a relative TSR modifier and were granted in May 2023. | | | Relative TSR Units | NEOs voluntarily agreed to not receive for 2023 and resulted in an automatic reduction of $2,000,000 in 2023 target compensation for our CEO. | | | Operational Units | • Initial measurement period ended on December 31, 2023 for operational performance with the final measurement period ending on December 31, 2025 for relative TSR performance | • Metrics promote strong operational performance and focus on investor priorities that will contribute to long-term value creation | | | • Operational Units may be earned between 50% and 250% of target based on Leasing Volume (40%), Net Debt to Annual Gross Asset Value (30%), and G&A to Consolidated Assets (30%) based on performance as of December 31, 2023, and achievement of relative TSR goals as of December 31, 2025 | • Modifier limits or enhances the reward based on delivering stockholder returns relative to our office peers | | | • Operational Units are subject to a reduced payout of up to 40% of the units based on relative TSR performance equal to -1000 bps to +1,500 bps as compared to the FTSE NAREIT Equity Office Index | | | | • Payouts for in-between performance will be calculated using straight-line interpolation | | | Post-Vesting Holding Period | • Requires any Performance Units earned under the plan be subject to a two-year holding period during which time the units may not be transferred or sold | • Ensures the continued alignment with stockholders following the conclusion of the measurement period |

  79. Performance Unit Awards

    The grant of the 2023 time-based Annual LTIP Unit Awards occurred before the national entertainment strikes and accordingly our NEOs voluntarily agreed to not receive a portion of the LTI value only applied to the 2023 Performance Units. The Compensation Committee approved awards of Performance Units for 2023, that were issued based on the grant date fair value, as follows:

  80. Performance Unit Awards

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  81. Performance Unit Awards

    | | 2023 PERFORMANCE UNIT AWARD VALUES | | | | EXECUTIVE | TOTAL TARGET AWARD ($) | OPERATIONAL PERFORMANCE UNIT VALUE AT TARGET ($) | RELATIVE TSR PERFORMANCE UNIT VALUE AT TARGET ($) | | Victor J. Coleman | $4,000,000 | $2,000,000 | Voluntarily Agreed to Not Receive in February 2023 by NEOs and resulted in 50% reduction to 2023 target values | | Mark T. Lammas | 1,750,000 | 875,000 | | | Harout Diramerian | 625,000 | 312,500 | | | Arthur X. Suazo | 500,000 | 250,000 | | | Steven Jaffe | 500,000 | 250,000 | | | Kay L. Tidwell | 500,000 | 250,000 | |

  82. Performance Unit Awards

    Although the program is designed to grant a “target” number of units, with adjustments upwards/downwards based on performance, in order to address certain tax requirements that apply to Performance Units, the Performance Units were issued at maximum. Therefore, based on our performance, the Performance Units can be earned at maximum (if maximum goals are achieved) or, if maximum goals are not achieved, the Performance Units will be adjusted downwards. If threshold, target or maximum goals are reached, then the Operational Units will be earned at 25%, 50% and 100%, respectively, of the Operational Units awarded. The earned Operational Units may be subject to further reduction of up to 40% based on our relative TSR performance.

  83. Achievement of 2023 Performance Unit Awards

    Achievement of 2023 Performance Unit Awards The following table summarizes the status of the outstanding 2023 Performance Unit awards as of December 31, 2023 based on actual performance through that date (with calculations under the Operational Units detailed on the next page). The relative TSR performance will be measured over the three-year performance period of the 2023 Performance Unit awards; as such, the number of Performance Units that might ultimately vest may be greater than 49.8%:

  84. Achievement of 2023 Performance Unit Awards

    | | PAYOUT AS A PERCENT OF MAXIMUM POTENTIAL UNITS OPERATIONAL UNITS | | | | | PLAN YEAR | OPERATIONAL UNITS WITH TSR MODIFIER | RELATIVE TSR UNITS | TOTAL UNITS | STATUS | | 2023 Performance Units | 49.8% (including 27% reduction based on relative TSR performance)(1)(2) | NEOs Voluntarily Agreed to Not Receive in February 2023 | 49.8% | 2 Years of performance remaining |

  85. Achievement of 2023 Performance Unit Awards

    (1) Percent shown is based on having earned an aggregate of 68.0% of Operational Unit measures as of December 31, 2023, less the negative impact of the relative TSR modifier as of December 31, 2023. The impact of the relative TSR modifier will not be determinable until the end of the three-year performance period on December 31, 2025. The percent shown includes the impact of the relative TSR modifier based on our performance as of December 31, 2023. Operational performance results reflect adjustments made to Gross Asset Value for both debt and G&A metrics to include the value of One and Two Westside, which were sold on December 27, 2023.

  86. Achievement of 2023 Performance Unit Awards

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  87. Achievement of 2023 Performance Unit Awards

    The one-year performance period for the 2023 Operational Units concluded on December 31, 2023. In March 2024, the Committee determined that each of our NEOs banked Operational Units based on our performance compared to each measure, as shown below:

  88. Achievement of 2023 Performance Unit Awards

    | PERFORMANCE CRITERIA | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | ACTUAL RESULTS | PERCENTAGE EARNED(2) | | Leasing Volume | 40% | 1,395,000 sf | 1,550,000 sf | 1,705,000 sf | 1,698,447 sf | 39.2% | | Annual Net Debt to Annual Gross Asset Value(1) | 30% | 38% | 37% | 36% | 37.9% | 8.2% | | G&A to Consolidated Gross Assets(1) | 30% | 0.66% | 0.61% | 0.56% | 0.59% | 20.7% | | TOTAL | 100% | | | | | 68.0% |

  89. Achievement of 2023 Performance Unit Awards

    (1) Actual results reflect adjustments made to include the value of One and Two Westside, which were sold on December 27, 2023. (2) Reflects percentage earned expressed as a percentage of maximum. The remaining portion of the operational performance component that could no longer be earned was forfeited. Operational Units are ultimately earned at the end of the three-year performance period after the application of the relative TSR modifier. At the end of the three-year performance period on December 31, 2025, subject to continued employment through such date, NEOs will vest in any earned Performance Units, which will continue to be subject to an additional two-year holding period.

  90. Status of Performance Unit Awards and Achievement of 2021 Performance Unit Awards

    Status of Performance Unit Awards and Achievement of 2021 Performance Unit Awards The following depicts the status of our outstanding Performance Unit awards, including the achievement of our 2021 Performance Unit Awards, which completed the three-year performance period on December 31, 2023: (1) Weight is based on the grant date fair value. (2) Payouts are based on the amounts earned (or tracking to be earned for the 2022 and 2023 awards) based on performance through December 31, 2023, expressed as a percentage of target. Our 2021 Performance Unit program completed its three-year performance period on December 31, 2023. Under our 2021 Performance Unit program, Performance Units based on relative TSR performance may be earned between 37.5% and 250% of target based on relative TSR performance equal to -1,000 bps to +1,500 bps as compared to the FTSE NAREIT Equity Office Index. Performance Units based on operational metrics were “earned” at the end of the one-year performance period on December 31, 2021 at 133.3%, and are subject to modification based on absolute TSR performance. Based on a relative TSR equal to -3,320 bps achieved during the performance period, our 2021 Performance Unit program earned 0% under the relative TSR component and payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance of -55.5%.

  91. Status of Performance Unit Awards and Achievement of 2021 Performance Unit Awards

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  92. Clawback Policy

    NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).

  93. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    SEVERANCE AND CHANGE IN CONTROL BENEFITS As described more fully below in the sections entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table” and “Potential Payments Upon Termination or Change in Control,” we have entered into employment agreements with our NEOs that provide for various severance and change in control benefits and other terms and conditions of employment. We believe that the protections contained in these employment agreements will help to ensure the day-to-day stability necessary to our executives to enable them to properly focus their attention on their duties and responsibilities with the Company and will provide security with regard to some of the most uncertain events relating to continued employment, thereby limiting concern and uncertainty and promoting productivity. The treatment of outstanding equity-based awards held by our NEOs upon a termination or change in control is covered in the respective award agreements and described in more detail in the section “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table” and “Summary of Potential Payments Upon Termination or Change In Control” below. In addition, the 2022 and 2023 Performance Unit awards granted to our NEOs also provide for accelerated vesting in an amount equal to the number of Performance Units earned based on the greater of target or actual performance through the date of a qualifying termination or change in control. For a description of the material terms of the employment agreements and treatment of Performance Unit awards in connection with a change in control or

  94. SEVERANCE AND CHANGE IN CONTROL BENEFITS

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  95. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    qualifying termination, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan- Based Awards in 2023 Table” and “Potential Payments Upon Termination or Change in Control” below.

  96. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

  97. ACCOUNTING STANDARDS

    ACCOUNTING STANDARDS ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. We have elected to account for forfeitures of awards as they occur. Grants of restricted stock, RSUs and Performance Units under our equity incentive award plans will be accounted for under ASC Topic 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.

  98. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2021, December 31, 2022 and December 31, 2023, as well as their positions for 2023:

  99. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Victor J. Coleman Chief Executive Officer and Chairman of the Board | 2023 | 1,000,000 | 192,500 | 6,192,162 | 743,750 | 241,267 | 8,369,679 | | | 2022 | 1,000,000 | 164,593 | 4,822,958 | 658,373 | 144,416 | 6,790,340 | | | 2021 | 950,001 | 336,657 | 8,431,334 | 694,688 | 136,136 | 10,548,816 | | Mark T. Lammas President and Treasurer | 2023 | 762,000 | 108,966 | 2,829,428 | 421,005 | 9,646 | 4,131,045 | | | 2022 | 762,000 | 93,169 | 2,215,837 | 372,674 | 8,804 | 3,452,484 | | | 2021 | 725,000 | 194,119 | 3,682,186 | 400,563 | 5,734 | 5,007,602 | | Harout Diramerian Chief Financial Officer | 2023 | 473,000 | 89,752 | 966,739 | 346,768 | 9,646 | 1,885,905 | | | 2022 | 473,000 | 76,741 | 752,883 | 306,966 | 8,804 | 1,618,394 | | | 2021 | 450,000 | 159,469 | 1,194,094 | 329,063 | 5,734 | 2,138,360 | | Arthur X. Suazo Executive Vice President, Leasing Executive | 2023 | 578,000 | 146,234 | 758,734 | 564,995 | 9,646 | 2,057,609 | | | 2022 | 578,000 | 62,518 | 812,572 | 250,073 | 8,804 | 1,711,967 | | | 2021 | 550,000 | 140,333 | 1,171,266 | 289,575 | 5,734 | 2,156,908 | | Steven Jaffe Executive Vice President, Business Affairs | 2023 | 525,000 | 132,825 | 656,986 | 513,188 | 9,646 | 1,837,645 | | | 2022 | 525,000 | 90,855 | 613,562 | 363,421 | 8,804 | 1,601,642 | | | 2021 | 500,000 | 148,838 | 1,120,402 | 307,125 | 5,734 | 2,082,099 | | Kay L. Tidwell Executive Vice President, Chief Risk Officer, General Counsel and Secretary | 2023 | 525,000 | 106,260 | 786,186 | 410,550 | 9,646 | 1,837,642 | | | 2022 | 525,000 | 85,178 | 641,948 | 340,712 | 8,804 | 1,601,642 |

  100. SUMMARY COMPENSATION TABLE

    (1) Amounts represent bonuses paid to our NEOs under our 2023 cash bonus program in respect of the Committees assessment of individual and corporate performance during the applicable fiscal year and that the executives did not elect to receive in the form of LTIP Units. (2) Amounts for 2023 reflect the full grant-date fair value of LTIP Unit awards and Performance Unit awards granted in 2023, each computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. As disclosed in last year’s proxy, the 2022 annual LTIP Unit awards were granted in January 2023 and in accordance with SEC rules were reportable as 2023 compensation. As such, the amounts for 2022 do not include grant-date fair values attributed to time-based LTIP Units. Had these grants been made on December 29, 2022, the total grant-date fair value of stock awards granted in 2022 would be $8,087,149, $3,643,924, $1,262,908, $1,322,597, $1,021,578, and $1,049,964 for Messrs. Coleman, Lammas, Diramerian, Suazo, and Jaffe, and Ms. Tidwell, respectively. The amounts in the table represent the grant-date fair value of the 2023 Performance Units. The 2023 Performance Unit awards are subject to both performance and market conditions. The amounts in the table represent the probable outcome of results, which equaled the target value on the date of grant, in the following amounts: $2,000,000, $875,000, $312,500, $250,001, $250,001 and $250,001 for Messrs. Coleman, Lammas, Diramerian, Suazo, and Jaffe, and Ms. Tidwell, respectively. Additionally, the 2023 amounts for Messrs. Coleman, Lammas, and Diramerian, and Ms. Tidwell include the grant date fair value of fully vested LTIP Units that each executive elected to receive in lieu of 50%, 50%, 25%, and 20% of each executive’s 2023 annual bonus, respectively, having an equal value (as of the grant date) to the amount otherwise payable in cash in the following amounts, $936,250 for Mr. Coleman, $529,969 for Mr. Lammas, $145,506 for Mr. Diramerian, and $129,200 for Ms. Tidwell. The fair value of the Performance Unit awards is estimated using a Monte Carlo simulation model. We provide information regarding the assumptions used to calculate the value of all LTIP Unit awards and Performance Unit awards made to executive officers in Notes 2 and 13 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 16, 2024. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). The measures that determine the number of Performance Units issued to an NEO are absolute operational performance goals subject to additional modification based on relative TSR performance compared to the applicable group,

  101. SUMMARY COMPENSATION TABLE

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  102. SUMMARY COMPENSATION TABLE

    computed over the applicable performance period as described in more detail in “Elements of Executive Officer Compensation—Long-Term Equity Incentives” above. The 2023 Performance Unit awards are treated as market condition awards as defined under ASC Topic 718, and as a result, the grant date values will not differ from the fair values presented in the table above. (3) The amounts shown represent the non-discretionary bonuses earned in the applicable year under our cash bonus program that the executives did not elect to receive in the form of LTIP Units. Amounts for all NEOs represent $9,000 for the Company’s 401(k) match, $39 for life insurance premiums, $157 in short-term disability premiums and $450 for long-term disability premiums; for Mr. Coleman, includes $231,621 in incremental costs to the Company for the personal use of an aircraft.

  103. SUMMARY COMPENSATION TABLE

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  104. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table sets forth information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2023:

  105. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | GRANT DATE FAIR VALUE OF STOCK AWARDS ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Victor J. Coleman | | $1,050,000 | $1,750,000 | $2,625,000 | — | — | — | — | — | | | 1/1/2023(2) | — | — | — | | | | 411,100 | 3,255,912(3) | | | 5/4/2023(4) | — | — | — | 199,999 | 533,333 | 1,333,333 | — | 2,000,000(5) | | | 3/1/2024(6) | — | — | — | — | — | — | 149,800 | 936,250(7) | | Mark T. Lammas | | 594,360 | 990,600 | 1,485,900 | — | — | — | — | — | | | 1/1/2023(2) | — | — | — | — | — | — | 179,856 | 1,424,460(3) | | | 5/4/2023(4) | — | — | — | 87,499 | 233,333 | 583,333 | — | 875,000(5) | | | 3/1/2024(6) | — | — | — | — | — | — | 84,795 | 529,969(7) | | Harout Diramerian | | 326,370 | 543,950 | 815,925 | — | — | — | — | — | | | 1/1/2023(2) | — | — | — | — | — | — | 64,234 | 508,733(3) | | | 5/4/2023(4) | — | — | — | 31,249 | 83,333 | 208,333 | — | 312,500(5) | | | 3/1/2024(6) | — | — | — | — | — | — | 23,281 | 145,506(7) | | Arthur X. Suazo | | 398,820 | 664,700 | 997,050 | — | — | — | — | — | | | 1/1/2023(2) | — | — | — | — | — | — | 64,234 | 508,733(3) | | | 5/4/2023(4) | — | — | — | 25,000 | 66,666 | 166,667 | — | 250,001(5) | | | 3/1/2024(6) | — | — | — | — | — | — | — | | | Steven Jaffe | | 362,250 | 603,750 | 905,625 | — | — | — | — | — | | | 1/1/2023(2) | — | — | — | — | — | — | 51,387 | 406,985(3) | | | 5/4/2023(4) | — | — | — | 25,000 | 66,666 | 166,667 | — | 250,001(5) | | | 3/1/2024(6) | — | — | — | — | — | — | — | | | Kay Tidwell | | 362,250 | 603,750 | 905,625 | — | — | — | — | — | | | 1/1/2023(2) | — | — | — | — | — | — | 51,387 | 406,985(3) | | | 5/4/2023(4) | — | — | — | 25,000 | 66,666 | 166,667 | — | 250,001(5) | | | 3/1/2024(6) | — | — | — | — | — | — | 20,672 | 129,200(7) |

  106. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1) Amounts shown in these columns represent each NEO’s annual cash bonus opportunity under our 2023 cash bonus program. The “Target” amount represents the NEO’s target bonus if each non-discretionary performance goal was achieved at the target level, and the “Threshold” and “Maximum” amounts represent the NEO’s threshold and maximum bonuses, respectively, if each performance goal was achieved at the minimum or the maximum levels. Pursuant to our executive deferral election program, Messrs. Coleman, Lammas, and Diramerian, and Ms. Tidwell elected to receive a portion of their 2023 annual cash bonus, including the portion subject to non-discretionary performance, in a number of fully vested LTIP Units determined based on the closing price of the Company’s common stock on the payment date, as discussed further under ““Elements of Executive Officer Compensation—Cash Bonuses” above. (2) The Compensation Committee approved LTIP Unit awards for each NEO, effective January 1, 2023, each of which will vest in three equal, annual installments on each of January 1, 2024, January 1, 2025 and January 1, 2026, subject to continued service with us through the applicable vesting dates (and further subject to accelerated vesting upon certain terminations as described below in the section entitled “Potential Payments Upon Termination or Change in Control”). (3) Amounts reflect the full grant date fair value of LTIP Unit awards granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all awards made to executive officers in 2023 in Notes 2 and 13 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 16, 2024. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). Amounts reflect Performance Unit awards granted on May 4, 2023 at threshold, target and maximum levels. Performance Unit awards granted to our NEOs will be earned in the form of Performance Units of our operating partnership. For additional information on the 2023 Performance Units, see “Elements of Executive Officer Compensation—Performance Unit Awards” above.

  107. GRANTS OF PLAN-BASED AWARDS IN 2023

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  108. GRANTS OF PLAN-BASED AWARDS IN 2023

    Amounts reflect the full grant date fair value of Performance Unit awards in accordance with ASC Topic 718. The fair value of the Performance Unit awards is estimated using a Monte Carlo simulation based on the probable outcome at the time of grant. We provide information regarding the assumptions used to calculate the value of all Performance Unit awards made to executive officers in Notes 2 and 13 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 16, 2024. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). (6) Amounts reflect the number of fully vested LTIP Units granted to Messrs. Coleman, Lammas, and Diramerian and Ms. Tidwell for the portion of the bonuses earned under our 2023 cash bonus program that each executive elected to receive in fully-vested LTIP Units, pursuant to our executive deferral election program, as discussed further under ““Elements of Executive Officer Compensation—Cash Bonuses” above. Amounts determined based on the number of fully vested LTIP Units granted multiplied by the closing price of the Company’s common stock on March 1, 2024 ($6.25).

  109. GRANTS OF PLAN-BASED AWARDS IN 2023

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  110. NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE

    NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS IN 2023 TABLE The material terms of the employment agreements with each of our NEOs, as in effect in 2023, are described below.

  111. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2023:

  112. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | NAME | NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Victor J. Coleman | 54,025(1) | $502,973(2) | — | — | | | 274,067(3) | $2,551,564(2) | — | — | | | — | — | — | — | | | — | — | 305,987(4) | $2,848,739(2) | | | — | — | 666,666(5) | 6,206,660(2) | | Mark T. Lammas | 23,636(1) | $220,051(2) | — | — | | | 119,904(3) | $1,116,306(2) | — | — | | | — | — | — | — | | | — | — | 133,869(4) | $1,246,320(2) | | | — | — | 291,666(5) | 2,715,410(2) | | Harout Diramerian | 8,442(1) | $78,595(2) | — | — | | | 42,823(3) | $398,682(2) | — | — | | | — | — | — | — | | | — | — | 47,810(4) | $445,111(2) | | | — | — | 104,166(5) | 969,785(2) | | Arthur X. Suazo | 8,442(1) | $78,595(2) | — | — | | | 42,823(3) | $398,682(2) | — | — | | | — | — | — | — | | | — | — | 38,248(4) | $356,089(2) | | | — | — | 83,333(5) | 775,830(2) | | Steven Jaffe | 6,753(1) | $62,870(2) | — | — | | | 34,258(3) | $318,942(2) | — | — | | | — | — | — | — | | | — | — | 38,248(4) | $356,089(2) | | | — | — | 83,333(5) | 775,830(2) | | Kay L. Tidwell | 6,753(1) | $62,870(2) | — | — | | | 34,258(3) | $318,942(2) | — | — | | | — | — | — | — | | | — | — | 38,248(4) | $356,089(2) | | | — | — | 83,333(5) | 775,830(2) |

  113. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) Consists of awards of LTIP Units granted on December 29, 2021, which vest in three substantially equal installments on each of December 29, 2022, 2023 and 2024, subject to continued service with us through the applicable vesting dates. The market value of LTIP Units or Performance Units, as applicable, that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 29, 2023 (the last trading day of the year) ($9.31) by the number of unvested shares or units outstanding under the award.

  114. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  115. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    Consists of awards of LTIP Units granted on January 1, 2023, which vest in three substantially equal installments on each of January 1, 2024, 2025 and 2026, subject to continued service with us through the applicable vesting dates. (4) Consists of Performance Units granted on March 8, 2022. The performance period for the Performance Units will end on December 31, 2024. In accordance with the SEC rules, the number of Performance Units shown represents the number of units that may be earned during the performance period based on maximum performance. (5) Consists of Performance Units granted on May 4, 2023. The performance period for the Performance Units will end on December 31, 2025. In accordance with the SEC rules, the number of Performance Units shown represents the number of units that may be earned during the performance period based on target performance.

  116. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table summarizes vesting of stock applicable to our NEOs during the year December 31, 2023. None of the NEOs held any options during 2023:

  117. 2023 OPTION EXERCISES AND STOCK VESTED

    | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Victor J. Coleman | 162,690 | $1,506,858 | | Mark T. Lammas | 69,326 | $641,977 | | Harout Diramerian | 21,469 | $198,987 | | Arthur X. Suazo | 22,649 | $210,061 | | Steven Jaffe | 19,188 | $177,839 | | Kay L. Tidwell | 18,854 | $174,780 |

  118. 2023 OPTION EXERCISES AND STOCK VESTED

    Amounts shown are calculated by multiplying the fair market value of our common stock on the applicable vesting date by the number of LTIP Units that vested on such date.

  119. 2023 OPTION EXERCISES AND STOCK VESTED

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  121. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2010 Plan.

  122. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  123. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | NAME | BENEFIT | DEATH ($) | DISABILITY ($) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL)($) | CHANGE IN CONTROL (NO TERMINATION) ($)(1) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON IN CONNECTION WITH A CHANGE IN CONTROL($)(1) | | Victor J. Coleman | Cash Severance(2) | 2,967,595 | 2,967,595 | 8,902,785 | — | 8,902,785 | | | Continued Health Benefits(3) | 24,506 | 24,506 | 73,517 | — | 73,517 | | | Equity Acceleration | 11,100,591(4) | 11,100,591(4) | 11,100,591(4) | 8,046,054(5) | 11,100,591(4) | | | Life Insurance(6) | 50,000 | — | — | — | — | | | Total | 14,142,692 | 14,092,692 | 20,076,893 | 8,046,054 | 20,076,893 | | Mark T. Lammas | Cash Severance(2) | — | — | 3,773,306 | — | 5,659,959 | | | Continued Health Benefits(7) | — | — | 55,369 | — | 55,369 | | | Equity Acceleration | 4,856,501(4) | 4,856,501(4) | 4,856,501(4) | 3,520,144(5) | 4,856,501(4) | | | Life Insurance(6) | 50,000 | 0 | — | — | — | | | Total | 4,906,501 | 4,856,501 | 8,685,176 | 3,520,144 | 10,571,829 | | Harout Diramerian | Cash Severance(2) | — | — | 1,089,701 | — | 2,179,402 | | | Continued Health Benefits(7) | — | — | 48,156 | — | 48,156 | | | Equity Acceleration | 1,734,450(4) | 1,734,450(4) | 1,734,450(4) | 1,257,173(5) | 1,734,450(4) | | | Life Insurance(6) | 50,000 | — | — | — | — | | | Total | 1,784,450 | 1,734,450 | 2,872,307 | 1,257,173 | 3,962,008 | | Arthur X. Suazo | Cash Severance(2) | — | — | 1,291,871 | — | 2,583,742 | | | Continued Health Benefits(7) | — | — | 17,670 | — | 17,670 | | | Equity Acceleration | 1,483,033(4) | 1,483,033(4) | 1,483,033(4) | 229,926(5) | 1,483,033(4) | | | Life Insurance(6) | 50,000 | — | — | — | — | | | Total | 1,533,033 | 1,483,033 | 2,792,574 | 229,926 | 4,084,445 | | Steven Jaffe | Cash Severance(2) | — | — | 1,173,694 | — | 2,347,388 | | | Continued Health Benefits(7) | — | — | 32,246 | — | 32,246 | | | Equity Acceleration | 1,387,568(4) | 1,387,568(4) | 1,387,568(4) | 1,005,756(5) | 1,387,568(4) | | | Life Insurance(6) | 50,000 | — | — | — | — | | | Total | 1,437,568 | 1,387,568 | 2,593,508 | 1,005,756 | 3,767,202 | | Kay L. Tidwell | Cash Severance(2) | — | — | 1,149,569 | — | 2,299,138 | | | Continued Health Benefits(7) | — | — | 32,375 | — | 32,375 | | | Equity Acceleration | 1,387,568(4) | 1,387,568(4) | 1,387,568(4) | 1,005,756(5) | 1,387,568(4) | | | Life Insurance(6) | 50,000 | — | — | — | — | | | Total | 1,437,568 | 1,387,568 | 2,569,512 | 1,005,756 | 3,719,081 |

  124. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    In accordance with the employment agreement terms, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the executive officer that are more favorable than the net after-tax payments and benefits payable to the executive officer in the absence of such a reduction after the imposition of the excise tax. The figures reported in

  125. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  126. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    this column do not reflect any such reductions as a result of Code Section 280G limits. No executive officer is entitled to any tax gross-up payment in connection with change in control payments (or otherwise). (2) Cash severance was calculated by multiplying the applicable severance multiple (described above) by the sum of (i) the executive officer’s annual base salary in effect on December 31, 2023; and (ii) the average annual bonus earned by the executive officer during 2021 and 2022. (3) Represents the aggregate premium payments that we would be required to pay to or on behalf of Mr. Coleman to provide continued health insurance coverage under COBRA (based on Mr. Coleman’s health insurance coverage elections as of December 31, 2023) for 12 months in connection with termination due to Death or Disability or 36 months for termination without Cause or for Good Reason. (4) Represents, for each executive officer, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding LTIP Units held by the executive officer as of December 31, 2023 and (ii) the accelerated vesting of the 2022 and 2023 Performance Unit awards held by the executive officer, plus the dividend equivalents that would become payable in respect of the executive’s 2022 and 2023 Performance Unit awards upon the termination. As required by applicable disclosure rules, these values reflect a hypothetical termination of the executive’s employment occurring on December 31, 2023. The value of accelerated LTIP Unit vesting was calculated by multiplying (a) the number of shares subject to acceleration by (b) the fair market value of a share of common stock on December 29, 2023 (the last trading day of the year) of $9.31. The value of the accelerated vesting of the 2022 Performance Unit awards as of December 31, 2023 for purposes of this disclosure is based on (i) the greater of (x) 40% of the Relative TSR Units and (y) the number of Relative TSR Units that would vest based on actual achievement of relative TSR performance through the termination date (December 31, 2023) and (ii) the greater of (x) 50% of the Operational Units and (y) the number of Operational Units that would vest based on actual achievement of each operational performance goal through the termination date (December 31, 2023) and if the pro-rated TSR performance goal is achieved. The 2022 Performance Unit award values for each executive also include an amount equal to the aggregate dividend equivalents that would become payable to the executive in respect of his 2022 Performance Unit award upon such termination, or $174,307, $76,259, $27,233, $21,789, $21,789, and $21,789 for Messrs. Coleman, Lammas, Diramerian, Suazo and Jaffe, and Ms. Tidwell, respectively, based on the dividends per share declared during the performance period (beginning on January 1, 2022) through December 31, 2023. The value of the accelerated vesting of the 2023 Performance Unit awards as of December 31, 2023 for purposes of this disclosure is based on the greater of (x) 50% of the Operational Units and (y) the number of Operational Units that would vest based on actual achievement of each operational performance goal through the termination date (December 31, 2023). The 2023 Performance Unit award values for each executive also include an amount equal to the aggregate dividend equivalents that would become payable to the executive in respect of his 2023 Performance Unit award upon such termination, or $200,000, $87,500, $31,250, $25,000, $25,000, and $25,000 for Messrs. Coleman, Lammas, Diramerian, Suazo and Jaffe and Ms. Tidwell, respectively, based on the dividends per share declared during the performance period (beginning on January 1, 2023) through December 31, 2023. (5) Represents, for each executive officer, the accelerated vesting of the 2022 and 2023 Performance Unit award held by the executive officer, plus the dividend equivalents that would become payable in respect of the executive’s 2022 and 2023 Performance Unit awards upon the change in control. As required by applicable disclosure rules, these values reflect a hypothetical change in control occurring on December 31, 2023. The value of the 2022 and 2023 Performance Unit award vesting was calculated as described in footnote (4) above. (6) Represents the life insurance proceeds payable by a third-party insurer under the executive’s life insurance policy upon a termination of employment due to death. (7) Represents the aggregate premium payments that we would be required to pay to or on behalf of the applicable executive to provide continued health insurance coverage under COBRA (based on the executive’s health insurance coverage elections as of December 31, 2023) for 18 months.

  127. CEO PAY RATIO

    CEO PAY RATIO For 2023, our last completed fiscal year: • the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $72,380; and the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $8,369,679.

  128. CEO PAY RATIO

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  129. CEO PAY RATIO

    Based on this information, for 2023, our CEO’s annual total compensation was approximately 116 times that of the median of the annual total compensation of all of our employees (other than the CEO).

  130. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation “actually paid” to our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, in each case, as compared to (i) our cumulative TSR performance, (ii) our peer group TSR performance, (iii) net income, and (iv) same-store cash NOI growth, the company’s selected measure. Differences in our Summary Compensation Table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, which take into account a discount for lack of marketability or illiquidity due to post-vesting restrictions and the future performance of the Company and relative performance indices based on Monte Carlo simulations for any market-based awards.

  131. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(1) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | Total Shareholder Return ($)(2) | Peer Group Total Shareholder Return ($)(3) | Net Income (in millions) ($) | Same-Store Cash NOI Growth ($)(4) | | 2023 | $8,369,679 | $9,129,334 | $2,349,969 | $2,628,308 | $30.66 | $65.66 | $(170.7) | 3.8% | | 2022 | $6,790,340 | $(5,665,170) | $1,997,226 | $(356,855) | $30.02 | $66.06 | $(16.5) | 2.4% | | 2021 | $10,548,816 | $9,505,900 | $2,846,242 | $2,547,509 | $71.13 | $102.50 | $29.0 | 4.9% | | 2020 | $9,487,250 | $(1,746,873) | $3,197,016 | $(297,789) | $66.61 | $83.39 | $16.4 | 0.6% |

  132. PAY VERSUS PERFORMANCE TABLE

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  133. PAY VERSUS PERFORMANCE TABLE

    Reflects compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for each relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  134. PAY VERSUS PERFORMANCE TABLE

    | Year | PEO | Non-PEO NEOs | | 2023 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Kay L. Tidwell | | 2022 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Kay L. Tidwell | | 2021 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo and Steven Jaffe | | 2020 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Alexander Vouvalides and Joshua A. Hatfield |

  135. PAY VERSUS PERFORMANCE TABLE

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  136. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” for PEO | 2023 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2023 | (6,192,162) | | Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End | 5,044,690 | | Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023, determined as of Vesting Date | 1,843,575 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from 2022 FY End to 2023 FY End | 465,119 | | Increase/deduction for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from 2022 FY End to Vesting Date | (350,539) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of 2022 FY End | (51,028) | | Total Adjustments | 759,655 |

  137. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average) | 2023 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2023 | (1,199,615) | | Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End | 989,603 | | Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023Y, determined as of Vesting Date | 468,384 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from 2022 FY End to 2023 FY End | 89,958 | | Increase/deduction for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from 2022 End to Vesting Date | (61,283) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of 2022 FY End | (8,708) | | Total Adjustments | 278,339 |

  138. PAY VERSUS PERFORMANCE TABLE

    For the fiscal year ending December 31, 2023, represents actual achievement for the 2021 PSU awards, assumes achievement of 2022 and 2023 awards based on actual performance of the Company and indices through December 31, 2023 as well as future performance of the Company and indices calculated through Monte Carlo simulation analyses by an independent third party.

  139. PAY VERSUS PERFORMANCE TABLE

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  140. PAY VERSUS PERFORMANCE TABLE

    For the time-based LTIP units, fair value represents stock price at the end of each fiscal year multiplied by an illiquidity discount due to their post-vesting restrictions and a discount for book-up risk, where applicable. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. (2) Based on a fixed investment of $100 on December 31, 2019 in the Company’s stock assuming reinvestment of dividends on the ex-dividend date. (3) Based on a fixed investment of $100 on December 31, 2019 in the Dow Jones U.S. Real Estate Office Index, assuming reinvestment of dividends. (4) Same-store cash NOI growth is a non-GAAP measure. Actual results for same-store cash NOI growth are inclusive of One Westside, which was sold on December 27, 2023. Refer to Appendix A for a definition of same-store cash NOI growth reconciliation of net income to same-store cash NOI. Tabular List of Important Financial Measures The follow table reflects the financial measures that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2023:

  141. PAY VERSUS PERFORMANCE TABLE

    | Most Important Financial Measures for 2023 | | Same-Store Cash NOI Growth | | Office Same-Store Occupied | | Leasing Volume | | G&A to Consolidated Gross Assets | | Net Debt to Annual Gross Asset Value | | Accomplishment of ESG Priorities | | Relative TSR vs. Nareit Equity Office REIT Index |

  142. PAY VERSUS PERFORMANCE TABLE

    Relationship between Compensation Actually Paid and Financial Measures Our compensation program is designed to be aligned with our performance, with the majority of our NEOs’ compensation awarded in the form of variable performance-based pay that is tied to the achievement of financial and operational performance. Additionally, a significant portion of our NEOs’ compensation is equity-based and subjects our NEOs to the same market fluctuations as our stockholders. The above table and below graphs illustrate this alignment as follows: • Compensation Actually Paid vs. Same-Store Cash NOI Growth—Same-store cash NOI growth represents the largest weighting in our cash bonus program and is an important measure for the Company. Compensation Actually Paid is generally aligned with our same-store cash NOI growth results , though given that the majority of our compensation is delivered in the form of equity awards, Compensation Actually Paid is more significantly impacted by changes in our stock price. • Compensation Actually Paid vs. Net Income—The Company does not consider net income (loss) to be an indicator of Company performance and accordingly, it is not utilized in our compensation programs. We believe there is limited relationship, if any, between Compensation Actually Paid and net income. Compensation Actually Paid vs. TSR Performance—Our TSR performance on both an absolute and relative basis directly impacts our equity awards and accordingly, as illustrated below, in years in which our TSR performance is negative, our Compensation Actually Paid also reflects negative amounts, which is a function of (i) the fact that our performance awards are fully earned only to the extent that rigorous relative TSR and absolute TSR goals are earned and (ii) the majority of our NEOs’ compensation is paid in the form of equity awards.

  143. PAY VERSUS PERFORMANCE TABLE

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |

  144. PAY VERSUS PERFORMANCE TABLE

    | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2024 | |