DEF 14A of Howard Hughes Holdings Inc., Apr 4, 2024

DEF 14A of Howard Hughes Holdings Inc.

Filed Apr 4, 2024 · FY20230001104659-24-043383

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | | | | Committee Memberships | | | | | | | Name | Age | Director Since | Tenure | Independent | Principal Occupation | Audit | Compensation | Nominating & Corporate Governance | Risk | Technology | Other Current Public Company Boards | | David Eun | 57 | 2023 | 1 | ✓ | Co-CEO, Alakai Group, LLC | | | | | | • None | | Adam Flatto | 61 | 2010 | 13 | ✓ | Chief Executive Officer and President of The Georgetown Company | | | | | | • None | | Ben Hakim | 48 | ** | 0 | ✓ | Partner of Pershing Square Capital Management, L.P. | | | | | | • None | | Beth Kaplan | 66 | 2017 | 6 | ✓ | Managing Partner of Axcel Partners, LLC | | | | | | • Crocs, Inc. • Brilliant Earth Group Inc. • Rent the Runway, Inc. | | Allen Model | 78 | 2010 | 13 | ✓ | Treasurer and Vice Chairman of Overseas Strategic Consulting, Ltd. | | | | | | • None | | David O’Reilly | 49 | 2020 | 3 | ✘ | Chief Executive Officer of Howard Hughes Holdings Inc. | | | | | | • Kite Realty Group Trust | | R. Scot Sellers | 67 | 2010 (PD) | 13 | ✓ | Former Chief Executive Officer of Archstone | | | | | | • Maui Land & Pineapple Company, Inc. | | Steven Shepsman | 71 | 2010 | 13 | ✓ | Executive Managing Director of New World Realty Advisors | | | | | | • None | | Mary Ann Tighe | 75 | 2011 | 12 | ✓ | Chief Executive Officer of CBRE’s New York Tri-State Region | | | | | | • None | | Anthony Williams | 72 | 2021 | 3 | ✓ | Chief Executive Officer and Executive Director of the Federal City Council | | | | | | • None | | Meetings in 2023: 10 | | | | | | 5 | 7 | 4 | 4 | 1* | | | Average (Years) | 65 | | 9 | | | | | | | | |

  3. DIRECTOR NOMINEES

    * The Technology Committee was formed in December 2023. ** Mr. Hakim is a new director nominee and, if elected, he will fill the vacancy on the Board created by Mr. Ackman’s decision not to stand for reelection at the 2024 Annual Meeting.

  4. DIRECTOR NOMINEES

    | | Chair | | Member | | Financial Expert(PD) | Presiding Director (Mr. Sellers is expected to replace Mr. Ackman as Chairman of the Board following the 2024 Annual Meeting of Stockholders). |

  5. GOVERNANCE HIGHLIGHTS

    | | See “Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” for more information. |

  6. EXECUTIVE COMPENSATION HIGHLIGHTS

    | ✓ | A compensation recovery policy designed to prevent misconduct by executive officers and requiring recoupment in the event of accounting restatements | ✓ | Non-employee directors and executive officers are subject to stock ownership guidelines | | ✓ | No single-trigger change-in-control for severance pay and benefits | ✓ | No excise tax gross-ups in executive employment agreements or incentive plans | | ✓ | Minimum three-year vesting period for the performance-based component of long-term equity awards | ✓ | A general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts, and limit orders, in each case, involving Company securities | | ✓ | A substantial portion of our long-term equity awards contains meaningful performance hurdles to achieve full vesting | | |

  7. TRANSPARENT

    TRANSPARENT At Howard Hughes we believe good governance is a cultural imperative – one that requires continuous commitment and adherence to the highest possible standards of oversight, accountability, integrity, and ethics; and one that our stockholders expect our Board, our executives, and all our team members to meet every day. In order to identify, monitor, and mitigate potential risks that could impact our organization and investors, Howard Hughes has made governance risk and management a top Board priority. As part of our corporate governance framework, we have a formal Enterprise Risk Management (ERM) Program that is overseen by the Board’s Risk Committee and led by our Risk Management team. It also reviews and monitors risks that have been identified and are considered critical by management, such as capital, market, liquidity, legal, regulatory, operational, reputational and strategic risks. Topics material to sustainability, inclusivity and transparency are included in the ERM assessment. Howard Hughes is committed to ensuring transparency related to its inclusive, sustainable, and transparent initiatives, goals, and performance. We voluntarily report on our sustainability program through the annual Global Real Estate Sustainability Benchmark (GRESB) Real Estate Assessment and S&P Global Corporate Sustainability Assessment (CSA), helping the company benchmark its performance against peers and determine improvement areas. To provide decision useful information to investors, we monitor sustainability ratings from Institutional Shareholder Services (ISS), MSCI, and Sustainalytics. Additional details on our approach and impacts are available in our annual report called the Communities Report. The report references the Global Reporting Initiative’s (GRI) Standards and includes our management of climate-related risks and opportunities in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations which can be found on the Company’s website (https://www.howardhughes.com/communities/).

  8. Qualifications

    Qualifications The Nominating and Corporate Governance Committee seeks diverse candidates with diverse backgrounds and considers a number of factors in its evaluation of director candidates. These factors include their specific experience, qualifications, attributes, and skills in light of the Company’s business and structure. The Nominating and Corporate Governance Committee is also responsible for recommending the nomination of those incumbent directors it deems appropriate for reelection to the Board and, if applicable, recommending the reappointment to any committees of the Board on which such director serves. While the Nominating and Corporate Governance Committee has not established specific criteria relating to a candidate’s age, education, experience level or skills, qualified candidates are expected to have strong business expertise and, in particular, experiences and expertise with regard to one or more of the following: real estate development and management, marketing, capital markets, technology, financial expertise and reporting, risk management, operations, social and corporate governance, and/or technology. Under the Committee’s Charter and our Diversity Policy, the Nominating and Corporate Governance Committee also considers diversity, the independence of the nominee, availability for service to the Company (including any potential conflicts of interest), age of the incumbent directors on the Board, and the Board’s anticipated needs with regard to director expertise. The Nominating and Corporate Governance Committee strongly believes that diversity of background, skills, and experience is critical to the long-term success of the Company, and recognizes the importance of maintaining a Board with a broad scope of backgrounds that will expand the views and experiences available to the Board in its deliberations. Accordingly, the Nominating and Corporate Governance Committee is committed to considering diverse candidates for the Board, including with respect to gender, ethnicity and national origin, in all director candidate searches. As such, the Nominating and Corporate Governance Committee strives to interview diverse groups of candidates with diverse backgrounds in its evaluation of director candidates. We believe that our Nominating and Corporate Governance Committee has been successful in these efforts, with the three newest members of our Board (Ms. Kaplan and Messrs. Williams and Eun) each being gender or racially/ ethnically diverse. We believe our current directors and new director nominee are highly qualified and have a wide range of diverse skills and relevant experiences and qualifications, as summarized in the following table:*

  9. Qualifications

    | | Real Estate Development and Management | Capital Markets | Marketing | Operations | Technology | Audit, Tax, Accounting, Financial Statements | Financial Expertise | Social and Corporate Governance | | David Eun | | | ✓ | ✓ | ✓ | | ✓ | ✓ | | Adam Flatto | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Ben Hakim | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | Beth Kaplan | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Allen Model | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | | David O’Reilly | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Scot Sellers | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Steve Shepsman | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | | Mary Ann Tighe | ✓ | | ✓ | ✓ | | | ✓ | ✓ | | Anthony Williams | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ |

  10. Qualifications

    * Mr. Ackman is not included in the chart because he is not standing for re-election.

  11. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  12. ANNUAL COMPENSATION

    | | Total | | Board Service: | | | Annual Retainer ($145,000 Restricted Stock Award and $75,000 Cash) | $220,000 | | Annual Presiding Director Retainer | $50,000 | | Committee Service: | | | Annual Audit Committee Chair Retainer | $30,000 | | Annual Audit Committee Member Retainer | $15,000 | | Annual Compensation Committee Chair Retainer | $15,000 | | Annual Compensation Committee Member Retainer | $5,000 | | Annual N&CG Committee Chair Retainer | $12,500 | | Annual N&CG Committee Member Retainer | $5,000 | | Annual Risk Committee Chair Retainer | $12,500 | | Annual Risk Committee Member Retainer | $5,000 | | Annual Technology Committee Chair Retainer | $12,500* | | Annual Technology Committee Member Retainer | $5,000* |

  13. ANNUAL COMPENSATION

    * The Technology Committee was formed in December 2023. No director received compensation for service on the Technology Committee in fiscal 2023. Under our director compensation program, the annual retainer for Board service is payable $145,000 in restricted stock and $75,000 in cash. A director may elect to receive up to all of his or her cash retainer in restricted stock. The restricted stock vests on the earlier of the next annual meeting of stockholders or June 1 in the following calendar year. The $50,000 Presiding Director retainer is paid in cash. The Company also reimburses directors for all expenses incurred in attending Board and Board committee meetings. A director who is, or becomes, an employee of the Company does not receive additional compensation for serving as a director.

  14. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The table below sets forth the compensation earned by each of the Company’s non-employee directors during 2023.

  15. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Restricted Stock Awards ($)(3) | Total ($) | | William Ackman(4) | – | – | – | | Adam Flatto(5) | 83,750 | 145,000 | 228,750 | | David Eun(6) | 40,000 | 145,000 | 185,000 | | Beth Kaplan | 107,500 | 145,000 | 252,500 | | Allen Model | 102,500 | 145,000 | 247,500 | | R. Scot Sellers(7) | 120,000 | 145,000 | 265,000 | | Steven Shepsman(8) | 115,000 | 145,000 | 260,000 | | Mary Ann Tighe | 85,000 | 145,000 | 230,000 | | Anthony Williams | 95,000 | 145,000 | 240,000 |

  16. DIRECTOR COMPENSATION TABLE

    David O’Reilly, a director and Chief Executive Officer of the Company, is not included in this table because he is an employee of the Company and received no additional compensation for his service as a director. The compensation earned by Mr. O’Reilly as an employee of the Company during 2023 is shown below under “Executive Compensation – Summary Compensation Table.” (2) Ms. Tighe and Mr. Sellers elected to receive $75,000 of their annual cash retainer in the form of a restricted stock award. (3) Represents the aggregate grant date fair value of restricted stock granted to the Company’s non-employee directors (exclusive of amounts described in footnote 2 above). The dollar amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), Compensation – Stock Compensation, and exclude the effect of estimated forfeitures. As of December 31, 2023, the number of shares of restricted stock held by each of the non-management directors was as follows: Mr. Eun (1,905), Mr. Flatto (1,905), Ms. Kaplan (1,905), Mr. Model (1,905), Mr. Sellers (2,890), Mr. Shepsman (1,905), Ms. Tighe (2,890) and Mr. Williams (1,905). As noted above, the numbers in this column do not include annual cash retainers that certain directors elected to take in restricted stock. (4) Mr. Ackman has waived all compensation relating to his service as a director of the Company and has not been awarded any equity compensation. (5) Mr. Flatto received fees for serving on the Compensation Committee for the second, third and fourth quarters of 2023. (6) Mr. Eun joined the Board effective upon his election at the May 25, 2023 annual meeting of stockholders. Mr. Eun received fees for serving on the Board and Risk Committee in the third and fourth quarters of 2023. (7) Mr. Sellers received fees for his service as Presiding Director in the third and fourth quarters of 2023. (8) Mr. Shepsman served on the N&CG Committee until December 2023, and received fees for serving on such committee for the each quarter of 2023.

  17. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS

  18. DIRECTORS AND EXECUTIVE OFFICERS

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | | William Ackman(1) | 18,852,064 | 37.5% | | David Eun(2) | 1,905 | * | | Adam Flatto(2)(3) | 29,156 | * | | Ben Hakim | 29 | * | | Beth Kaplan(2) | 12,164 | * | | Allen Model(2) | 28,312 | * | | R. Scot Sellers(2) | 52,417 | * | | Steven Shepsman(2)(4) | 24,948 | * | | Mary Ann Tighe(2)(5) | 46,712 | * | | Anthony Williams(2) | 5,265 | * | | David O’Reilly(6) | 108,817 | * | | L. Jay Cross(7) | 61,443 | * | | Carlos Olea(8) | 30,167 | * | | Peter Riley(9) | 48,083 | * | | Anton Nikodemus(10) | 28,045 | * | | Kristi Smith(11) | 17,313 | * | | All directors and executive officers as a group (19 persons) | | 38.5% |

  19. DIRECTORS AND EXECUTIVE OFFICERS

    * Less than 1%. Mr. Ackman, who is a director of the Company as of the date of this proxy statement, may be deemed to be the beneficial owner of the 18,852,064 shares by virtue of his position as Chief Executive Officer of Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), the investment advisor to the Pershing Square Funds (as defined below) and as managing member of PS Management GP, LLC, a Delaware limited liability company (“PS Management”), the general partner of Pershing Square. Pershing Square’s principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd, a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, the “Pershing Square Funds”). Mr. Ackman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Director nominee Mr. Hakim is a Partner at Pershing Square. Mr. Hakim disclaims beneficial ownership of these securities. (2) Includes shares of restricted stock for which the following directors have sole voting power, but no dispositive power: Mr. Eun (1,905), Mr. Flatto (1,905), Ms. Kaplan (1,905), Mr. Model (1,905), Mr. Sellers (2,890), Mr. Shepsman (1,905), Ms. Tighe (2,890) and Mr. Williams (1,905). These shares of restricted stock are expected to vest on May 23, 2024. (3) Includes 3,000 shares that are held by AF Services Money Purchase Plan. Mr. Flatto may be deemed to be the beneficial owner of such shares by virtue of his interest in the plan. (4) Includes 9,005 shares held by Sam De Realty II, L.P. (“Sam De Realty”), a limited partnership for which Mr. Shepsman is the general partner. By virtue of his position as general partner of Sam De Realty, Mr. Shepsman may be deemed to be the beneficial owner of such shares. (5) Includes 19,495 shares that were purchased by Ms. Tighe’s husband. By virtue of this relationship, Ms. Tighe may be deemed to be the beneficial owner of such shares. (6) Includes: (a) 1,052 shares of time-based restricted stock and 5,259 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2020 for which he has sole voting power, but no dispositive power; (b) 4,641 shares of time-based restricted stock and 11,601 shares of performance-based restricted stock granted to Mr. O’Reilly in November 2020 for which he has sole voting power, but no dispositive power; (c) 3,176 shares of time-based restricted stock and 7,940 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2021 for which he has sole voting power, but no dispositive power; (d) 8,552 shares of time-based restricted stock granted to Mr. O’Reilly in February 2023 for which he has sole voting power, but no dispositive power; (e) 15,012 shares of performance-based restricted stock granted to Mr. O’Reilly in March 2023 for which he has sole voting power, but no dispositive power; and (f) 16,844 shares of time-based restricted stock and 16,844 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2024 for which he has sole voting power, but no dispositive power. (7) Includes: (a) 3,712 shares of time-based restricted stock and 9,280 shares of performance-based restricted stock granted to Mr. Cross in December 2020 for which he has sole voting power, but no dispositive power; (b) 6,842 shares of time-based restricted stock granted to Mr. Cross in February 2023 for which he has sole voting power, but no dispositive power; (c) 12,010 shares of performance-based restricted stock granted to Mr. Cross in March 2023 for which he has sole voting power, but no dispositive power; and (d) 11,717 shares of time-based restricted stock and 11,717 shares of performance-based restricted stock granted to Mr. Cross in February 2024 for which he has sole voting power, but no dispositive power. (8) Includes: (a) 120 shares of time-based restricted stock and 598 shares of performance-based restricted stock granted to Mr. Olea in February 2020 for which he has sole voting power, but no dispositive power (b) 318 shares of time-based restricted stock and 794 shares of performance-based restricted stock granted to Mr. Olea in February 2021 for which he has sole voting power, but no dispositive power; (c) 574 shares of time-based restricted stock and 1,688 shares of performance-based restricted stock granted to Mr. Olea in February 2022 for which he has sole voting power, but no dispositive power; (d) 3,611 shares of time-based restricted stock granted to Mr. Olea in February 2023 for which he has sole voting power, but no dispositive power; (e) 6,338 shares of performance-based restricted stock granted to Mr. Olea in March 2023 for which he has sole voting power, but no dispositive power; and (f) 6,184 shares of time-based restricted stock and 6,184 shares of performance-based restricted stock granted to Mr. Olea in February 2024 for which he has sole voting power, but no dispositive power. (9) As of the date of Mr. Riley’s separation from the Company based upon the Form 4 filed by Mr. Riley on March 23, 2023. (10) Consists of time-based restricted stock granted to Mr. Nikodemus in December 2023 for which he has sole voting power, but no dispositive power. Includes 5,445 shares of time-based restricted stock granted to Ms. Smith in August 2023 for which she has sole voting power, but no dispositive power.

  20. Pershing Square Purchase of Common Stock

    Pershing Square Purchase of Common Stock On March 27, 2020, the Company offered 2,000,000 shares of common stock to the public at $50.00 per share and granted the underwriters an option to purchase up to an additional 300,000 shares of common stock at the same price. The underwriters partially exercised their option and purchased an additional 270,900 shares. Concurrently, the Company entered into a purchase agreement with Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), acting as investment advisor to funds that it manages, including Pershing Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P. (collectively, the “Pershing Square Funds”), pursuant to which the Pershing Square Funds agreed to purchase, at the same price as the public offering price and at the same time as the closing of the offering, an aggregate of 10,000,000 shares of the Company’s common stock (the “Pershing Square Stock Purchase Agreement”). Prior to execution and in accordance with the Company’s Related-Party Transaction Policy, the Audit Committee reviewed and approved the Pershing Square Stock Purchase Agreement. In addition, we are a Delaware corporation, and Section 203 of the Delaware General Corporation Law (“DGCL”) applies to us. In general, Section 203 prevents an interested stockholder from engaging in certain business combinations with us for three years following the date that person becomes an interested stockholder subject to certain exceptions. The statute generally defines interested stockholder as any person that is the owner of 15% or more of the outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of outstanding voting stock at any time within the three-year period immediately before the date of determination. In connection with the foregoing transactions the Board amended its Company’s Corporate Governance Guidelines to reflect that it would grant a waiver of the applicability of Section 203 of the DGCL to any stockholder acquiring up to 40% of the Company’s outstanding voting stock upon the request of such stockholder, subject to the Board’s fiduciary duties and applicable law. In connection with the Pershing Square Stock Purchase Agreement, the Board (excluding Mr. Ackman (CEO of Pershing Square) and Allen Model (Pershing Square advisory board member)) unanimously approved the foregoing transactions and a waiver of the applicability of the provisions of Section 203 of the DGCL to the Pershing Square Funds and Mr. Ackman.

  21. Pershing Square Purchase of Common Stock

    | Proposal No. 1 – Election of Directors |

  22. Pershing Square Purchase of Common Stock

    The Company’s bylaws provide that the number of directors will be determined by the Board from time to time. As of the date of this proxy statement, there are ten members of the Board. Mr. Ackman has decided not to stand for re-election after the end of his current term; if elected, Ben Hakim will fill the vacancy created by the departure of Mr. Ackman. Each director nominee identified below is an incumbent director whose nomination to serve on the Board was recommended by the Nominating and Corporate Governance Committee and approved by the Board. Each director nominee, if elected, will serve until the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and until such director’s successor is duly elected and qualified or until such director’s earlier death, incapacity, resignation, retirement, disqualification or removal from office. Each of the director nominees has consented to being named in this proxy statement and to serve as a director if elected. The primary qualities and characteristics nominees to the Board should possess are strong business expertise and, in particular, experiences and expertise with regard to real estate development and management, capital markets, marketing, technology, financial statements and reporting, risk management, and social and corporate governance. All ten of the nominees possess the majority of these attributes. The specific experiences, qualifications, attributes and skills of each individual leading to his or her nomination are included in the individual discussions below. A director is elected by a majority of votes cast “for” his or her election at a meeting at which a quorum is present.

  23. Pershing Square Purchase of Common Stock

    | | DAVID EUN Age 57 Independent director since May 2023 Committees • Risk • Technology (Chair) |

  24. Background

    Background David Eun has served as a director since May 2023. Mr. Eun is Co-Chief Executive Officer of Alakai, LLC, an investment firm he co-founded. Mr. Eun has also served as a Venture Partner at Valo Ventures since July 2021. Prior to Alakai, Mr. Eun served as Executive Vice Chairman of Archegos Capital Management LP, from March 2021 to April 2021. Previously, Mr. Eun served as President and Chief Innovation Officer of Samsung Electronics, where he worked from January 2012 to December 2020. Mr. Eun founded Samsung NEXT, an innovation group that led a number of investments and acquisitions. Prior to Samsung, Mr. Eun held various leadership roles at Time Warner, AOL, and Google. Mr. Eun is a graduate of Harvard College and Harvard Law School.

  25. Qualifications

    Qualifications We believe Mr. Eun’s experience in media and technology industries and his familiarity with corporate innovation and operations will provide the Board with valuable insights in key matters.

  26. Qualifications

    | | ADAM FLATTO Age 61 Independent director since November 2010 Committees • Compensation • Nominating and Corporate Governance |

  27. Qualifications

    Adam Flatto has served as a director since November 2010. Mr. Flatto is the President and Chief Executive Officer of The Georgetown Company, a privately held real estate investment and development company based in New York City. Mr. Flatto has been with The Georgetown Company since 1990 and during that time has been involved with the development, acquisition and ownership of over 20 million square feet of commercial and residential real estate projects throughout the United States. These have included a wide array of projects ranging from large-scale office buildings, movie theaters, hotels, apartment buildings, mixed-use master planned communities and others. Mr. Flatto is also a Principal of RocaPoint Partners, a privately held real estate investment and development firm based in Atlanta, Georgia. Mr. Flatto is a trustee and board member of several civic and cultural institutions. He is Co-Chairman of the Park Avenue Armory and Co-Chairman of the Robin Hood Housing Advisory Board. He is also a member of the Board of the Center for Global Emerging Risks at the RAND Corporation, a trustee of the Wexner Center for the Arts, and of Works & Process based at the Guggenheim Museum in NYC. Mr. Flatto received his BA magna cum laude from Brown University with honors in Economics and received his MBA from the Wharton School (University of Pennsylvania).

  28. Qualifications

    Qualifications Mr. Flatto’s extensive real estate development and management experience provides the Board with key insight into operations and strategic planning matters.

  29. Qualifications

    | | BEN HAKIM Age 48 New independent director nominee Committees • None |

  30. Background

    Background Ben Hakim is a new nominee for election to the Board. Mr. Hakim has been a Partner at Pershing Square Capital Management, L.P., an SEC registered investment adviser, since September 2012. He is also President of Pershing Square SPARC Holdings, Ltd., a special purpose acquisition rights company, and previously served as President of Pershing Square Tontine Holdings, Ltd., a special purpose acquisition company. Mr. Hakim was previously a Senior Managing Director at The Blackstone Group, where he worked in the Mergers & Acquisitions group for 13 years. Mr. Hakim received his Bachelor of Science from Cornell University.

  31. Qualifications

    Qualifications Mr. Hakim’s extensive real estate investment and advisory experience, his capital markets experience, and his management experience provide him with valuable insights and perspectives that can assist the Company and the Board.

  32. Qualifications

    | | BETH KAPLAN Age 66 Independent director since December 2017 Committees • Audit • Nominating and Corporate Governance (Chair) • Risk |

  33. Background

    Background Beth Kaplan has served as a member of the Board since December 2017. She is the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies and is also a venture partner at Revolution Ventures. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway, Inc. from 2013 to 2015 and continues to serve on its board of directors. Previously, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”) from 2008 to 2011, where she played an integral role in GNC’s 2011 initial public offering. Prior to GNC, Ms. Kaplan served as Executive Vice President and General Manager at Bath & Body Works, LLC from 2002 to 2005, Executive Vice President of Marketing and Merchandising at Rite Aid Corporation from 1996 to 1999, and President and General Manager of the U.S. Cosmetics and Fragrance division at The Procter & Gamble Company. Ms. Kaplan served as a director of Meredith Corporation, a publicly traded media conglomerate, from January 2017 until December 2021; and served as a director of Empower, Ltd, a publicly traded special purpose acquisition company from October 2020 until July 2021. Ms. Kaplan has served as a member of the board of directors of (i) Rent the Runway, Inc., a publicly traded apparel company, since October 2021 and serves as Chair of its Compensation Committee and is a member of its Audit Committee; (ii) Crocs, Inc., a publicly traded global footwear company, since January 2020 and is the Chair of its ESG Committee and is a member of its Compensation Committee and Governance and Nominating Committee; and (iii) Brilliant Earth Group, Inc., a publicly traded jewelry company, since September 2021 and serves as Chair of its Compensation Committee and is a member of its Nominating and Governance Committee. Ms. Kaplan’s valuable industry experience leading top female brands enables her to provide the Board with key insight into operational, marketing and digital matters. • Crocs, Inc. • Brilliant Earth Group, Inc. • Rent the Runway, Inc.

  34. Background

    | | ALLEN MODEL Age 78 Independent director since November 2010 Committees • Audit • Risk (Chair) |

  35. Background

    Background Allen Model has served as a director since November 2010. Mr. Model is the Co-Founder of Overseas Strategic Consulting, Ltd. (“OSC”) and served as Treasurer and Managing Director of OSC from 1992 until his retirement from those positions in November 2010, at which time he continued to hold a passive interest in OSC and the title of “Founder Emeritus.” In the spring of 2017, he resumed an active role as Treasurer and Vice Chairman of OSC. OSC is an international consulting firm that provides public information services to clients worldwide, including the United States Agency for International Development, The World Bank, The Asian Development Bank and host governments. Since 1988, Mr. Model has also been a private investor for Model Entities, which manages personal and family portfolios. Mr. Model currently serves as a director of Q’ligent, a private company that provides software management tools for broadcasting companies. Mr. Model served as a director from October 2010 to April 2017 for NetBoss Technologies, Inc., a company that provides software management tools for telecommunications companies; and served as a director of Anchor Health Properties, a real estate partnership that develops medically related properties, from 1990 until 2015, and Sinewave Energy Technologies, Inc., a company that produced energy saving devices in lighting space, from 1994 until 2011. Mr. Model served as a director of three publicly traded companies: Blue Ridge Real Estate Company, a land development company, from 1975 to 2002; Big Boulder Corp., a land development company linked to Blue Ridge, from 1975 to 2002; and MetroWest Bank, from 1990 to 2001, in each case serving on (among others) the Audit Committee.

  36. Qualifications

    Qualifications Mr. Model’s consulting and investment experience as well as his service on boards of directors of both public and private companies provide him with knowledge in corporate strategy and investment expertise that will benefit the Board.

  37. Qualifications

    | | DAVID O’REILLY Age 49 Director since December 2020 Committees • None |

  38. Background

    Background David O’Reilly, our Chief Executive Officer,has served as a director since December 2020. He served as the Company’s Chief Financial Officer from October 2016 to April 2021 and President from June 2020 to November 2020. Mr. O’Reilly was appointed Interim Chief Executive Officer in September 2020 and was officially promoted to Chief Executive Officer in December 2020. As Chief Executive Officer, he is responsible for managing our business operations and overseeing the senior members of our management team. Prior to joining the Company, Mr. O’Reilly served as Executive Vice President, Chief Investment Officer of Parkway Properties, Inc., a NYSE-traded real estate investment trust focused on office properties, from November 2011 through October 2014, and was appointed interim Chief Financial Officer in May 2012 until he was appointed Chief Financial Officer in August 2012. Previously, Mr. O’Reilly served as Executive Vice President of Banyan Street Capital and as Director of Capital Markets for Eola Capital LLC. He served in the investment banking industry as Senior Vice President of Barclays Capital Inc. and in a similar capacity for Lehman Brothers. During his career, Mr. O’Reilly has been involved in a broad range of financial advisory and merger and acquisition activities, including leveraged buyouts, initial public offerings and various transactions involving commercial mortgage-backed securities. Mr. O’Reilly also has served as an independent trustee on the board of Kite Realty Group Trust, a publicly traded REIT, since 2013, and is a member of its Audit Committee and Compensation Committee.

  39. Qualifications

    Qualifications Mr. O’Reilly’s extensive financial and strategic experience in the real estate industry, as well as his executive leadership experience, make him particularly suited to provide guidance to the Board and serve as a bridge between the Board and our executive officers.

  40. Other current public company boards

    Other current public company boards Kite Realty Group Trust

  41. Other current public company boards

    | | R. SCOT SELLERS Age 67 Presiding Director and independent director since November 2010 Committees • Compensation (Chair) • Risk |

  42. Background

    Background R. Scot Sellers currently serves as our Presiding Director and has served as a director since November 2010 and brings to the Board the expertise of a 40-year career in the real estate industry. From January 1997 until February 2013, Mr. Sellers served as the Chief Executive Officer of Archstone, one of the world’s largest apartment companies. He also served as Archstone’s Chief Investment Officer from 1995 until January 1997. Under his leadership, Archstone moved from being a mid-sized owner of apartments in secondary and tertiary cities to the largest publicly traded owner of urban high-rise apartments in the nation’s premier cities with a market capitalization of more than $22 billion. During his career, Mr. Sellers has been responsible for the development, acquisition, and operation of over $40 billion of apartment communities in over 50 different cities across the United States. In addition, Mr. Sellers served as the chairman of the National Association of Real Estate Investment Trusts from November 2005 until November 2006 and on the International Board of Directors of Habitat for Humanity from June 2013 through November 2020. He currently serves on the board of two privately held companies: The Irvine Company and Milhaus LLC. Mr. Sellers has also served as a member of the board of directors of Inspirato LLC, a publicly traded hospitality company, from February 2022 to May 2023. Mr. Sellers has served as Chairman and a member of the Board of Directors of Maui Land & Pineapple Company, Inc., a real estate company, since March 2023, and is a member of its Compensation Committee.

  43. Qualifications

    Qualifications Mr. Sellers’ extensive experience in the real estate industry, evidenced by the broad growth of Archstone under his leadership and his dedicated board and committee service within the industry, provide him with valuable industry-specific insight, knowledge and expertise, making him particularly suited to provide guidance to the Board.

  44. Other current public company boards

    Other current public company boards • Maui Land & Pineapple Company, Inc.

  45. Other current public company boards

    | | STEVEN SHEPSMAN Age 71 Independent director since November 2010 Committees • Audit (Chair) • Technology • Risk |

  46. Background

    Background Steven Shepsman has served as a director since November 2010. Mr. Shepsman is an Executive Managing Director and Founder of New World Realty Advisors, a real estate investment and advisory firm specializing in real estate restructurings, development, and finance. Mr. Shepsman has been with New World Realty Advisors since 2009. Since May 2018 and through December 2019, Mr. Shepsman served as a director of Spirit MTA REIT, a publicly traded real estate investment trust. Upon its election to convert to a non-traded liquidating trust, Mr. Shepsman became a Liquidating Trustee. Previously, as a principal in a real estate fund, Mr. Shepsman had oversight responsibility for the fund’s due diligence and acquisition of investment platforms, and with subsequent asset acquisitions, financings and dispositions. Mr. Shepsman served as a director of Rouse Properties, Inc. from January 2012 to May 2013. Earlier in his career, Mr. Shepsman was a managing partner of Kenneth Leventhal and Company and of Ernst & Young’s Real Estate Practice. Mr. Shepsman is a trustee of The University of Buffalo Foundation where he chairs its Properties Committee. Mr. Shepsman’s extensive professional accounting and financial expertise, including in the real estate industry, enable him to provide key contributions to the Board on financial, accounting, corporate governance and strategic matters.

  47. Background

    | | MARY ANN TIGHE Age 75 Independent director since October 2011 Committees • Compensation • Nominating and Corporate Governance |

  48. Background

    Background Mary Ann Tighe has served as a director since October 2011. Ms. Tighe has been credited with transforming New York’s skyline during her more than 40 years in the real estate industry. Ms. Tighe has been the Chief Executive Officer of CBRE’s New York Tri-State Region since 2002, a region of 3,800 employees, and served as a director of CBRE in 2013. Ms. Tighe’s deals have anchored more than 14.4 million square feet of new construction in the New York region. From January 2010 through December 2012, Ms. Tighe served as Chair of the Real Estate Board of New York, the first woman to hold this position in its 114-year history and the first broker in 30 years. Ms. Tighe began her real estate career as a broker at the Edward S. Gordon Company, ultimately rising to the position of Vice Chairman of Insignia/ESG, where she was regularly recognized as being among the firm’s top producers. Prior to entering the real estate field, Ms. Tighe served as a Vice President of the American Broadcasting Companies, where she launched the A&E cable channel. Ms. Tighe was also formerly the Deputy Chairman of the National Endowment for the Arts, Arts Advisor to Vice President Walter Mondale, and a staff member of the Smithsonian Institution.

  49. Qualifications

    Qualifications Ms. Tighe’s extensive experience with commercial real estate transactions enables her to provide the Board with key insight into real estate matters.

  50. Qualifications

    | | ANTHONY WILLIAMS Age 72 Independent director since February 2021 Committees • Audit • Nominating and Corporate Governance • Technology |

  51. Qualifications

    The Company believes that its compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of its stockholders. This advisory, non-binding, stockholder vote, as required under Section 14A of the Exchange Act and commonly known as “say-on-pay”, gives you, as a stockholder, the opportunity to vote for or against the Company’s executive compensation program. The vote on this proposal is not intended to address any specific element of compensation. The vote relates to the compensation of the Company’s named executive officers (“NEOs”), as disclosed under the headings “Compensation Discussion and Analysis” and “Executive Compensation” in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. Highlights of our executive compensation program and practices include the following: ■ a compensation recovery policy designed to prevent misconduct by any executive officers; ■ no single-trigger change-in-control arrangements; ■ minimum three-year vesting period for performance-based equity awards; ■ a substantial portion of our long-term equity awards contain meaningful performance hurdles to achieve full vesting; ■ minimum stock ownership guidelines for the Chief Executive Officer, President, Chief Financial Officer and, General Counsel & Secretary; ■ no excise tax gross-ups in executive employment agreements or incentive plans; and ■ a general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts and limit orders involving Company securities. The Board recommends that stockholders vote “FOR” the following resolution: RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby approved.

  52. 2023 Compensation Highlights

    | Compensation Practice | Rationale for Practice | | • We generally make annual long-term equity incentive awards, 50% of which are performance-based. | • We tie a significant portion of compensation to long-term performance. | | • Majority of annual compensation for our NEOs is tied to incentive compensation. | • Our NEOs have an annual performance-based incentive compensation opportunity that is reviewed each year to ensure alignment with our compensation objectives. |

  53. Compensation and Governance Best Practices

    | What We Don’t Do | | | | No Excise Tax Gross-Ups. Our executive employment agreements do not provide excise tax gross-up payments to executive officers. | | | No Supplemental Retirement Benefits. We do not provide supplemental executive officer retirement benefits. | | | No Hedging or Pledging. We do not permit hedging or pledging of equity by our executive officers. | | | No Repricing. Our equity plan prohibits repricing or the buyout of underwater stock options without stockholder approval. | | | No Discount Options. Our equity plan prohibits granting stock options with a grant price less than the fair market value of our common stock on the date of the grant. |

  54. Compensation Philosophy and Objectives

    | We Strive to Attract, Incentivize and Retain Talented Individuals. | We pay competitively. | | It is imperative that we attract, incentivize and retain individuals in executive positions whose skills, business experience and acumen are critical to the current and long-term success of the Company. | We pay competitively to provide a target compensation opportunity that will attract, motivate and retain our talented core of executives who drive our success. The compensation program is designed to give the Company a competitive advantage relative to the compensation provided by peer group companies with which we compete for qualified executive talent. The Compensation Committee also seeks to retain executives through the phases of the cycle of the real estate market by keeping compensation competitive during times of growth as well as contraction, reflecting the long-term nature of successful real estate development businesses. While peer group companies and competitive survey data provide a beginning reference point and inform decisions on the range of compensation opportunities, it is just one of many factors the Compensation Committee considers in setting pay. For example, the Compensation Committee recognizes that talent competitors for our NEOs include high-paying private real estate development companies and high paying private equity firms and real estate opportunity funds, in addition to our more conventional public company peers. Also, several of our peers are real estate investment trusts (“REITs”) whose operations directly compare to our operating assets segment only and not to our master planned community segment or strategic development segment. Ultimately, the Compensation Committee retains flexibility to adjust executive compensation based on our objectives of building our Company and creating stockholder value. | | | Retention is a key objective of the compensation program. | | | Because the implementation of the Company’s business strategy requires long-term commitments on the part of our NEOs, and because competition for top talent is intense in the Company’s industry, retention of our talented core of executives is a key objective of the compensation program. | | | In January 2024, the Compensation Committee approved (i) an increase in Mr. O’Reilly’s base salary, from $750,000 to $1,000,000, (ii) an increase in Mr. Olea’s base salary, from $500,000 to $550,000 and (iii) an increase in Ms. Smith’s base salary, from $475,000 to $500,000. |

  55. Compensation Philosophy and Objectives

    | We Pay for Performance. | We reward attainment of established goals. | | We firmly believe that pay should be tied to performance. Superior performance enhances stockholder value and is a fundamental objective of the Company’s compensation program. | The compensation program is designed to reward our NEOs for attaining established goals that require the dedication of their time, effort, skills and business experience to drive the success of the Company and the maximization of stockholder value. | | | Performance-based annual incentive compensation is a key component of our compensation program. | | | For fiscal 2023, annual performance is rewarded through annual incentive awards and is based on the Company’s operational performance and financial results and the individual NEO’s contribution to those results. NEO performance is judged against specific, predetermined financial and strategic goals established by the Compensation Committee. In addition, approximately 25% of the annual incentive award is based on a subjective performance evaluation. |

  56. Compensation Philosophy and Objectives

    | We Align Pay to Business Objectives and Long-Term Strategy. | We grant long-term equity incentive awards under our equity incentive program. | | The compensation program is designed to reward and motivate our NEOs’ Company-wide performance and, as described below, individual performance in attaining business objectives and maximizing stockholder value. Compensation decisions are based on the principle that the long-term interests of our NEOs should be aligned with those of our stockholders. | We use equity incentive awards as a recruitment and retention incentive and to align the interests of our NEOs with stockholder interests. Performance is a key component of our long-term equity incentive program. Effective January 2024, the Compensation Committee agreed to (i) an increase to Mr. O’Reilly’s Annual LTIP Award (as defined in the O’Reilly Employment Agreement) from $2,250,000 to $4,000,000, (ii) an increase to Mr. Cross’s Annual LTIP Award (as defined in Mr. Cross’s Employment Agreement) from $1,800,000 to $2,300,000, and (iii) an increase to Mr. Olea’s Annual LTIP Award (as defined in the Olea Employment Agreement) from $950,000 to $1,350,000. Since March 2023, the Compensation Committee has used net asset value growth as the sole metric for the performance-based component of our annual long-term equity awards, which we believe will drive meaningful incentives for executives and stockholder value. |

  57. Role of Compensation Consultant

    Role of Compensation Consultant The scope of Meridian’s work included the following items in connection with 2023 compensation: • providing the Compensation Committee with relevant market data; • updating the Compensation Committee on related trends and developments; and • providing input on compensation decisions for the NEOs as requested by the Compensation Committee. Meridian is independent and provides no services directly to the Company and no conflicts of interest exist between the Company and Meridian.

  58. MARKET REVIEW AND COMPENSATION PEER GROUP

    MARKET REVIEW AND COMPENSATION PEER GROUP For 2023 NEO performance, the Compensation Committee compared our executive compensation program with competitive market information regarding salary and incentive awards and programs. The purpose of this analysis is to provide a beginning reference point in evaluating the reasonableness and competitiveness of our executive compensation within the real estate development and operating industry and to ensure that our compensation program is generally comparable to companies of similar size and scope of operations. Market pay levels are obtained from various sources, including published compensation surveys and information taken from SEC filings of 15 public companies recommended and benchmarked by Meridian and reviewed by the Compensation Committee. The Compensation Committee may also consider compensation paid at private real estate and investment companies and larger real estate companies as additional context but does not benchmark NEO compensation against them. The following companies constituted the benchmarking peer group analyzed by Meridian and provided to the Compensation Committee for purposes of its review and consideration of the 2023 compensation decisions approved for our NEOs:

  59. Peer Group

    Peer Group

  60. Peer Group

    | • Beazer Homes USA, Inc. | • Federal Realty Investment Trust | • Mid-America Apartment Communities, Inc. | | • Camden Property Trust | • Highwoods Properties, Inc. | • Tri Pointe Homes, Inc. | | • Douglas Emmett, Inc. | • Hudson Pacific Properties, Inc. | • Regency Centers Corporation | | • Brixmor Property Group Inc. | • Kilroy Realty Corporation | • Toll Brothers, Inc. | | • Cousins Properties Incorporated | • Meritage Homes Corporation | • UDR, Inc. |

  61. Peer Group

    The peer group consists of the same companies reviewed in 2022, with the exceptions of: (i) the removal of Duke Realty, which was acquired by Prologis, Inc.; (ii) the removal of Pebblebrook Hotel Trust.; and (iii) the additions of (a) Douglas Emmett, Inc., (b) Highwoods Properties, Inc., and (c) Tri Pointe Homes, Inc.

  62. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS Each of Messrs. O’Reilly, Cross, Olea and Nikodemus have employment agreements with the Company. These agreements provide for a minimum annual base salary, target annual incentive compensation under plans approved by the Compensation Committee, as well as severance and other benefits. The Compensation Committee approved the terms of the employment agreements based upon (a) its assessment of the terms necessary to retain highly qualified executives, and (b) arm’s-length negotiations with each of these executives. Ms. Smith has served as the Company’s President – Columbia Region since August 2023 pursuant to an offer letter agreement for employment. Subject to the terms of their respective agreements, each of the NEOs is employed on an at-will basis. For a description of the material terms of these employment agreements and employment arrangements, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs.”

  63. Key Elements of Executive Compensation Program

    | Element | Form | Objectives and Basis | | Base Salary | Cash | • Attract and retain highly qualified executives to drive our success | | Annual Incentive | Cash | • Drive Company and segment results | | Compensation | | • Actual payout determined by the Compensation Committee based on the achievement of specific financial and operational goals and objectives established by the Compensation Committee during the first quarter of each calendar year | | Long-Term Equity | Annual Restricted Stock Grants (time-based and performance-based vesting) | • Drive Company performance | | Incentive | | • Align interests of executives with those of our stockholders | | | | • Retain executives through long-term vesting | | | | • Provide stockholder-aligned wealth accumulation opportunities | | Deferred Compensation | 401(k)plan, non-qualified deferred compensation plan | • Provide tax-deferred methods for general savings and retirement |

  64. 2023 ANNUAL COMPENSATION MIX

    | | Key Responsibilities | | | Kristi Smith President, Columbia Region | | | | | Our President, Columbia Region is primarily responsible for leading the continued growth and revitalization of Downtown Columbia. | | | | Joined August 28, 2023. | | | | • Successful transition into her new role as President, Columbia Region. • Leading efforts to implement improvements to Columbia development, approval and leasing processes. | | | | Compensation Decisions | | | | Base Salary | $475,000* | | | Annual Incentive Compensation** | $427,500 | | | Long-Term Equity Incentives | $940,248 | | | * Ms. Smith’s base salary was increased to $500,000 effective January 1, 2024. | | | | ** Ms. Smith does not participate in the other NEOs’ annual incentive compensation program. For more information, see “2023 Annual Compensation – Annual Incentive Compensation.” | |

  65. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION The Compensation Committee believes that annual incentive compensation is a key element of the total compensation for our NEOs. The Compensation Committee also believes that placing a significant portion of executive compensation at risk each year, subject to the results of established performance measures and objectives, appropriately motivates the NEOs to achieve the Company’s financial and operational objectives, thereby enhancing stockholder value. The employment agreements with each of our NEOs provide that each officer is eligible to receive an annual incentive award. The target amount of each annual incentive award is set forth in the NEO’s employment agreement or letter agreement, as applicable. The annual incentive compensation opportunity for each of the NEOs under their current respective employment agreements with the Company is set forth below, other than: (i) Mr. Riley, who served for only part of 2023 and whose service as General Counsel of the Company was terminated effective as of March 31, 2023; and (ii) Ms. Smith, who does not have an employment agreement with the Company and instead participates in the Company’s general annual incentive plan.

  66. David O’Reilly

    David O’Reilly • Prior to January 1, 2024, target annual bonus of $1,500,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target). • Effective as of January 1, 2024, target annual bonus of $1,750,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  67. L. Jay Cross

    L. Jay Cross • Target annual bonus of $1,950,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  68. Carlos A. Olea

    Carlos A. Olea • Prior to January 1, 2024, target annual bonus of $750,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target). • Effective as of January 1, 2024, target annual bonus of $825,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  69. Anton Nikodemus

    Anton Nikodemus • Target annual bonus of $1,250,000 (ranging as applicable from a threshold value of 50% of target to a maximum value of 150% of target).

  70. David O’Reilly; L. Jay Cross; and Carlos Olea – 2023 Annual Incentive

    David O’Reilly; L. Jay Cross; and Carlos Olea – 2023 Annual Incentive The metrics approved under our 2023 annual incentive program applicable to Messrs. O’Reilly, and Cross were directly linked to our operating performance, with 75% of the annual incentive earned based on achievement of the goals described in the table below, and the remaining 25% based on individual performance as evaluated by the Compensation Committee. For 2023, the Compensation Committee approved the following financial metrics and strategic goals with respect to the 75% objective portion under our annual incentive program for Messrs. O’Reilly, Cross, and Olea:

  71. David O’Reilly; L. Jay Cross; and Carlos Olea – 2023 Annual Incentive

    | Financial Metric thousands | Target | Actual | Percentage Achieved | | Operating Assets NOI(1)(2) | $223,217 | $233,640 | 105% | | MPC Earnings Before Taxes (MPC EBT)(1) | $199,087 | $341,419 | 171% | | Condominium Profit(1) | $14,691 | $8,416 | 57% |

  72. David O’Reilly; L. Jay Cross; and Carlos Olea – 2023 Annual Incentive

    | Financial Metric | Target | Actual | Favorable/ (Unfavorable) | | Achieve Budgeted Corporate Cash G&A(1)(2) | $81,527 | $75,738 | 8% |

  73. David O’Reilly; L. Jay Cross; and Carlos Olea – 2023 Annual Incentive

    | Financial Metric | | Bring the Tin Building by Jean-Georges NOI to breakeven by year-end |

  74. David O’Reilly; L. Jay Cross; and Carlos Olea – 2023 Annual Incentive

    | Strategic Goals | Actual | Percentage Achieved | | Deliver strategic development on-time and on-budget | Delivered two new development projects in 2023, including Tanager Echo at Summerlin and completion of Wingspan in Bridgeland. | 100% | | Continued improvement of sustainability and social metrics | Created carbon reduction target and roadmap that were externally reviewed and verified by a third party; exceeded GRESB goals; received Energy Star labels for 20 of our assets; continued development of diversity recruiting and contracting efforts across our regions. | 110% |

  75. David O’Reilly; L. Jay Cross; and Carlos Olea – 2023 Annual Incentive

    (1) Annex A includes (i) our Segment Operating Results as reported in our Form 10-K for fiscal 2023; (ii) a reconciliation of Operating Assets segment EBT to Operating Assets NOI as reported in our Form 10-K for fiscal 2023, which differs from these compensation financial measures and is reconciled on Annex A; (iii) Condominium Profit; and (iv) Corporate Cash G&A. (2) Annex B includes a reconciliation of Corporate Cash G&A used to measure performance compensation to the Cash G&A reported in our Fourth Quarter 2023 Supplemental Information. The Compensation Committee chose these measures because it believes that they motivate our NEOs to drive Company growth and to execute our business plan. With respect to performance for fiscal 2023, the Compensation Committee considered that MPC EBT performance was exceptional, achieving approximately 172% of the goal for 2023, and that the Operating Assets NOI goal was achieved as well. With respect to budgeted corporate cash G&A, the result was also excellent, and reflected management’s continued successful efforts to monitor costs across the Company. The Compensation Committee noted that the Tin Building by Jean-Georges NOI was well below the target goal, which it expected would be difficult to achieve, though it further noted that significant progress had been made throughout the year, including improvements to operating efficiencies and the expansion of operations to seven days per week, notwithstanding that the Tin Building had only recently opened to the public in the spring of 2022, and the Compensation Committee further considered that the Company had made the strategic decision to spinoff Seaport Entertainment during the year and that significant progress had been made to execute the spinoff. The Compensation Committee also considered that, with respect to condominium profit, the $(6.3) million shortfall was primarily due to a reduction of prices on remaining units at the Company’s ‘A’ali’i and Kō’ula towers in Ward Village, and that both towers still achieved their respective overall gross margin targets. Therefore, the Compensation Committee believed it was appropriate to award: (i) Mr. O’Reilly an annual incentive award equal to 115% of his target bonus opportunity; (ii) Mr. Cross an annual incentive award equal to 115% of his target bonus opportunity; and (iii) Mr. Olea an annual incentive award equal to 120% of his target bonus opportunity. Accordingly, for fiscal 2023 performance: Mr. O’Reilly received an annual cash bonus of $1,725,000; Mr. Cross received an annual cash bonus of $2,242,500; and Mr. Olea received an annual cash bonus of $900,000.

  76. Anton Nikodemus and Kristi Smith – 2023 Annual Incentive

    Anton Nikodemus and Kristi Smith – 2023 Annual Incentive Because Mr. Nikodemus commenced employment with us on December 29, 2023, he did not receive an annual incentive award for performance in 2023. Under his employment agreement, Mr. Nikodemus received a cash bonus of $1,000,000 in February 2024. Ms. Smith does not participate in the same annual cash bonus program as described above. Instead, Ms. Smith participates in the Company’s general annual incentive plan in which all corporate employees (other than the other NEOs) are eligible. Annual cash bonuses under that general program are recommended by the CEO based on evaluation of objective and subjective measures and approved by the Compensation Committee. For performance in fiscal 2023, Ms. Smith was awarded: (i) a cash bonus in her target amount of $427,500, for her fiscal 2023 performance; and (ii) an initial signing bonus in the amount of $55,000. These amounts are reflected in the “Bonus” column of the “Summary Compensation Table” below.

  77. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES Our long-term equity incentive program is designed to attract, retain and motivate officers, employees, non-employee directors and consultants of the Company and its subsidiaries, as well as promote the success of the Company’s business by providing participants with appropriate incentives. The table below provides a breakdown of restricted stock awards granted to Messrs. O’Reilly, Cross, Olea, and Nikodemus and Ms. Smith in 2023. The table below includes restricted stock awards granted to (a) Mr. Riley prior to his termination, and (b) Mr. Nikodemus and Ms. Smith in connection with their respective hirings.

  78. LONG-TERM EQUITY INCENTIVES

    | Name of Executive Officer | Performance- Based Shares (#) | Time- Based Shares (#) | Total (#) | | David O’Reilly (Annual Grant) | 15,012 | 12,764 | 27,776 | | L. Jay Cross (Annual Grant) | 12,009 | 10,211 | 22,220 | | Carlos Olea (Annual Grant) | 6,338 | 5,389 | 11,727 | | Peter Riley (Annual Grant) | 5,337 | 4,538 | 9,875 | | Anton Nikodemus (Initial Grant) | – | 28,045 | 28,045 | | Kristi Smith (Initial Grant) | – | 12,101 | 12,101 |

  79. Restricted Stock Grants

    Restricted Stock Grants The Company believes that restricted stock grants provide a long-term equity opportunity that is competitive in the real estate industry and serves as a retention tool. The grants are evenly divided between performance and time vesting shares. Beginning in March 2023, 50% of the restricted stock awards granted to each NEO under our general annual equity award program are performance-based and eligible to cliff-vest after three years upon the achievement of net asset value growth metrics. The Company believes that the performance targets set for our NEOs are challenging and appropriate. The Company also believes that the long-term vesting component of the restricted stock aligns management’s interest with the long-term performance of the Company. The amount of restricted stock granted in early 2023 to Messrs. O’Reilly, Cross and Olea was based on numerous factors, including the Compensation Committee’s evaluation of our prior-year performance and the individuals’ respective contributions to their primary areas of oversight. Based on our fiscal 2022 performance and the Compensation Committee’s overall evaluation of the individual 2022 performance of each eligible NEO, the Compensation Committee determined that each of Mr. O’Reilly, Mr. Cross and Mr. Olea should receive an annual long-term equity incentive in an amount equal to the target amount set forth in his respective employment agreement. The performance-based shares are eligible to cliff-vest as shown in the table below on December 31, 2025. Vesting is based on the Company’s adjusted net asset value growth (“NAV”) over a three-year term. The Company’s adjusted NAV of $100.00 as of December 31, 2022, as determined by an independent third party consultant and approved by the Compensation Committee, will be used as the beginning amount for calculating NAV growth. The ending price for calculating NAV growth will be the adjusted NAV of the Company as of December 31, 2025, as determined by an independent third party consultant and approved by the Compensation Committee. For each award of performance-based shares to Messrs. O’Reilly, Cross, and Olea in early 2023, a vesting percentage target shall be deemed satisfied if the average annual adjusted NAV/share growth rate over the measurement period is equal to or higher than the applicable threshold, in accordance with the vesting schedule below:

  80. Restricted Stock Grants

    | Target Average Annual Adjusted NAV/Share Growth Rate | End Date Adj. NAV/Share | Vesting % | | 0.00% to 5.99% | $117.99 or below | 0% | | 6.00% to 8.99% | $118.00 | 100% | | 9.00% to 11.99% | $127.00 | 150% | | 12.00% and above | $136.00 | 200% |

  81. Restricted Stock Grants

    The time-based shares granted to Messrs. O’Reilly, Cross, and Olea in early 2023 vest ratably over a three-year period. The first one-third (1/3) tranche of each time-based award vested on February 2, 2024 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2024 and December 31, 2025 (in each case, generally subject to continued employment on the applicable vesting date). The time-based shares granted to Ms. Smith on August 28, 2023 vest in two installments: 55% vested on January 31, 2024 and the remaining 45% will vest on January 31, 2025. The time-based shares granted to Mr. Nikodemus on December 29, 2023 vest ratably over a three-year period. The first one-third (1/3) will vest on December 29, 2024 (the first anniversary of the date of the grant) and the remaining one-third (1/3) tranches vest on December 29, 2025 and December 26, 2026.

  82. Severance Benefits

    Severance Benefits We provide certain severance benefits to our NEOs under their respective employment agreements, and, for Ms. Smith, her offer letter and under The Howard Hughes Management Co. LLC Separation Benefits Plan (as amended and restated, the “Separation Benefits Plan”). For additional information regarding the employment agreements and arrangements with the Company’s NEOs, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs” and “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes that these benefits are necessary and appropriate to attract and retain qualified NEOs given that these benefits are generally made available by other companies and that the change in control benefits help to ensure that the NEOs are able, as a practical matter, to evaluate any potential change in control transaction objectively and to appropriately encourage NEOs to remain employed by the Company in the event a change in control becomes a real possibility.

  83. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  84. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | David O’Reilly Chief Executive Officer | 2023 | 750,000 | — | 2,321,025 | — | 1,725,000 | 170,971 | 4,966,996 | | | 2022 | 750,000 | — | — | — | 1,800,000 | 15,250 | 2,565,250 | | | 2021 | 750,000 | — | 1,286,662 | — | 1,800,000 | 14,500 | 3,851,162 | | L. Jay Cross President | 2023 | 750,000 | — | 1,856,755 | — | 2,242,500 | 319,684 | 5,168,939 | | | 2022 | 750,000 | — | — | — | 2,340,000 | 15,250 | 3,105,250 | | | 2021 | 750,000 | — | — | — | 2,340,000 | 14,500 | 3,104,500 | | Carlos A. Olea Chief Financial Officer | 2023 | 500,000 | — | 979,935 | — | 900,000 | 35,781 | 2,415,716 | | | 2022 | 495,019 | — | 313,309 | — | 900,000 | 15,250 | 1,723,578 | | | 2021 | — | — | — | — | — | — | — | | Peter Riley Former General Counsel & Secretary | 2023 | 447,664 | — | 825,178 | — | — | 1,854,289 | 3,127,130 | | | 2022 | 554,231 | — | 795,710 | — | 992,712 | 15,250 | 2,357,903 | | | 2021 | 550,000 | — | 686,230 | — | 1,120,000 | 14,500 | 2,370,730 | | Anton Nikodemus CEO, Seaport Entertainment | 2023 | 4,808 | — | 2,400,020 | — | — | — | 2,404,828 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Kristi Smith President, Columbia Region | 2023 | 164,423 | 482,500 | 940,248 | — | — | 1,423 | 1,588,594 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |

  85. SUMMARY COMPENSATION TABLE

    (1) The amount reported in the “Bonus” column consists of (1) the initial signing bonus that was awarded to Ms. Smith under her employment offer letter; and (2) the cash bonus paid to Ms. Smith, in her target amount of $427,500, for her fiscal 2023 performance. Please see above under “– Anton Nikodemus and Kristi Smith – 2023 Annual Incentive” for further information. (2) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of stock awards in the form of restricted stock (time-based vesting and performance-based vesting) granted in the years shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC Topic 718”). Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. If the maximum level of performance of 200% of target number of shares granted was achieved with respect to the performance-based restricted stock granted in 2023 to Messrs. O’Reilly, Cross, Olea, and Riley, the grant date values would be, respectively, $2,392,012, $1,913,514, $1,009,897, and $799,959. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for further information regarding equity awards, including the assumptions made in determining these values. Additional information on all outstanding stock awards is reflected in the 2023 Outstanding Equity Awards at Fiscal Year-End table below. The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the amounts paid to certain of the NEOs under our annual incentive compensation plan for performance in the listed fiscal year. For additional information on annual incentive compensation, see “Compensation Discussion and Analysis – Annual Incentive Compensation.” For Mr. O’Reilly, the amounts reported in the “All Other Compensation” column for 2023 consists of (i) (a) $39,221 contributed by the Company to the Company’s executive long term disability plan and (b) $24,310 tax gross-up payment by the Company for the same; (ii) $60,401 for personal use of Company-leased aircraft; (iii) $833 for student loan reimbursement payments; (iv) $16,500 contributed by the Company to the Company’s 401(k) plan; (v) $861 for benefits received under the Company’s employee recognition program; (vi) $23,846 for country club fees paid by the Company; and (vii) $5,000 for charitable matching contributions. For Mr. Cross, the amounts reported in the “All Other Compensation” column for 2023 consists of (i) (a) $64,233 contributed by the Company to the Company’s executive long term disability plan and (b) $38,957 tax gross-up payment by the Company for the same; (ii) $199,917 for personal use of Company-leased aircraft; (iii) $1,000 for charitable matching contributions; (iv) $15,577 contributed by the Company to the Company’s 401(k) plan. For Mr. Olea, the amounts reported in the “All Other Compensation” column for 2023 consists of (i) (a) $10,777 contributed by the Company to the Company’s executive long term disability plan and (b) $7,735 tax gross-up payment by the Company for the same; (ii) $4,000 for charitable matching contributions; and (iii) $13,269 contributed by the Company to the Company’s 401(k) plan. For Kristi Smith, the amounts reported in the “All Other Compensation” column for 2023 consist of (a) $844 contributed by the Company to the Company’s executive long term disability plan and a (b) $579 tax gross-up payment by the Company for the same. For Mr. Riley, the 2023 amount reported in the “All Other Compensation” column consists of (i) (a) $16,900 contributed by the Company to the Company’s executive long term disability plan and a (b) $15,399 tax gross-up payment by the Company for the same; (ii) $87,458 paid to Mr. Riley for accrued paid time off upon his termination; (iii) a $300,000 relocation benefit paid in lieu of the Company’s obligation to purchase Mr. Riley’s residence in connection with his termination; (iv) the $1,417,500 severance to which he was entitled in connection with his termination of employment pursuant to the Separation Agreement between Mr. Riley and the Company; (v) a $5,149 payment for miscellaneous travel benefits; and (vi) $11,883 contributed by the Company to the Company’s 401(k) plan. For additional information on the Separation Agreement between Mr. Riley and the Company, see “Executive Compensation – Peter Riley (Former General Counsel).” The amounts for personal use of Company-leased aircraft consists of payments made to the applicable airplane charter company for flights to the extent attributable to such personal use.

  86. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides information regarding the plan-based awards granted to the NEOs in 2023.

  87. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards and Option Awards ($)(5) | | Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David O’Reilly | | | | | | | | | | | | | AICA | — | 1,200,000 | 1,500,000 | 1,800,000 | — | — | — | — | — | | | PBRS | 03/23/2023 | — | — | — | 0 | 15,012 | 30,024 | — | 1,196,006 | | | TBRS | 02/02/2023 | — | — | — | — | — | — | 12,764 | 1,125,019 | | L. Jay Cross | | | | | | | | | | | | | AICA | — | 1,560,000 | 1,950,000 | 2,340,000 | — | — | — | — | — | | | PBRS | 03/23/2023 | — | — | — | 0 | 12,009 | 24,018 | — | 956,757 | | | TBRS | 02/02/2023 | — | — | — | — | — | — | 10,211 | 899,998 | | Carlos A. Olea | | | | | | | | | | | | | AICA | — | 600,000 | 750,000 | 900,000 | — | — | — | — | — | | | PBRS | 03/23/2023 | — | — | — | 0 | 6.338 | 12,676 | — | 504,948 | | | TBRS | 02/02/2023 | — | — | — | — | — | — | 5,389 | 474,986 | | Peter F. Riley | | | | | | | | | | | | | AICA | — | — | — | — | — | — | — | — | — | | | PBRS | 03/23/2023 | — | — | — | 0 | 5,337 | 10,674 | — | 425,199 | | | TBRS | 02/02/2023 | — | — | — | — | — | — | 4,538 | 399,979 | | Anton Nikodemus | | | | | | | | | | | | | AICA | — | — | — | — | — | — | — | — | — | | | PBRS | — | — | — | — | — | — | — | — | — | | | TBRS | 12/29/2023 | — | — | — | — | — | — | 28,054 | 2,240,020 | | Kristi Smith | | | | | | | | | | | | | AICA | — | — | 475,000 | — | — | — | — | — | — | | | PBRS | — | — | — | — | — | — | — | — | — | | | TBRS | 08/28/2023 | — | — | — | — | — | — | 12,101 | 940,248 |

  88. 2023 GRANTS OF PLAN-BASED AWARDS

    (1) Type of Award: AICA Annual Incentive Compensation (Cash) Award PBRS Performance-Based Restricted Stock Award TBRS Time-Based Restricted Stock Award (2) These columns represent the annual incentive compensation awards that could have been earned by the NEOs based on performance for the 2023 fiscal year. The amounts shown reflect the awards that as applicable were possible at their respective threshold, target and maximum levels of performance. The annual incentive award amounts actually paid to each NEO are reported in the “Non-Equity Incentive Plan Compensation” column (or, for Ms. Smith, the “Bonus” column) of the Summary Compensation Table. For more information regarding the annual incentive compensation program, see “Compensation Discussion and Analysis – Annual Incentive Compensation.” (3) The awards represent the performance-based restricted stock awards granted in 2023 that may vest based on the Company’s NAV growth over a three-year period. The vesting schedule for each award has a specified threshold performance level such that performance below threshold results in no shares vesting. If at least the threshold performance goal is attained, the number of shares that will vest ranges from 0% to 200% of the target number of shares granted. For additional information regarding the vesting of the performance-based restricted stock, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” (4) The awards represent the time-based restricted stock awards granted in 2023, which vest in equal annual installments over a three-year period. For additional information regarding the vesting of the time-based restricted stock, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” Represents the grant date fair value determined pursuant to ASC Topic 718.

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the outstanding equity awards held by the NEOs at December 31, 2023.*

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested** ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested** ($) | | David O’Reilly | | | | | | | | | | 03/23/2023 | — | — | — | — | — | — | 15,012 | 1,284,277 | | 02/02/2023 | — | — | — | — | 12,764(3) | 1,091,960 | — | — | | 02/08/2021 | — | — | — | — | 3,176(6) | 271,707 | — | — | | 02/08/2021 | — | — | — | — | — | — | 2,832 | 203,780 | | 11/30/2020 | — | — | — | — | 4,641(8) | 397,038 | – | – | | 11/30/2020 | — | — | — | — | — | — | 3,480 | 297,740 | | 11/30/2020 | — | 17,965(5) | 72.73 | 11/30/2030 | — | — | — | — | | 02/12/2020 | — | — | — | — | 1,052(7) | 89,999 | — | — | | 02/12/2020 | — | — | — | — | — | — | 1,578 | 134,972 | | L. Jay Cross | | | | | | | | | | 03/23/2023 | — | — | — | — | — | — | 12,009 | 1,027,370 | | 02/02/2023 | — | — | — | — | 10,211(3) | 873,551 | — | — | | 12/01/2020 | — | — | — | — | 3,712(9) | 317,562 | — | — | | 12/01/2020 | — | — | — | — | — | — | 2,784 | 238,171 | | 12/01/2020 | — | 14,372(5) | 74.76 | 12/01/2030 | — | — | — | — | | Carlos A. Olea | | | | | | | | | | 03/23/2023 | — | — | — | — | — | — | 6,338 | 542,216 | | 02/02/2023 | — | — | — | — | 5,389(3) | 461,029 | — | — | | 02/22/2022 | — | — | — | — | 574(4) | 49,106 | — | — | | 02/22/2022 | — | — | — | — | — | — | 2,026 | 173,290 | | 02/08/2021 | — | — | — | — | 318(6) | 27,205 | — | — | | 02/08/2021 | — | — | — | — | — | — | 238 | 20,378 | | 02/12/2020 | — | — | — | — | 120(7) | 10,266 | — | — | | 02/12/2020 | — | — | — | — | — | — | 179 | 15,348 | | Anton Nikodemus | | | | | | | | | | 12/29/2023 | — | — | — | — | 28,054(10) | — | — | 2,400,020 | | Kristi Smith | | | | | | | | | | 08/28/2023 | — | — | — | — | 12,101(11) | — | — | 1,035,241 |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    * On August 11, 2023, Howard Hughes Holdings Inc. became the successor to The Howard Hughes Corporation pursuant to a reorganization in which all of The Howard Hughes Corporation’s outstanding shares were automatically converted into equivalent corresponding shares of Howard Hughes Holdings Inc. The reorganization resulted in Howard Hughes Holdings Inc. becoming a parent holding company of The Howard Hughes Corporation but did not alter the proportionate interests of security holders. ** Pursuant to SEC rules, market value in these columns was determined by multiplying the number of shares of stock by $85.55, the closing price of our common stock on December 29, 2023, the last trading day of the year. (1) This column reflects outstanding grants of restricted stock (time-based vesting). In the case of performance-based awards granted in 2020 and 2021, this column reflects the total amount of restricted stock (performance-based vesting) that vest at the level of 30% based upon the attainment of specific levels of TSR over a five-year period. In the case of performance-based awards granted in February 2022 to Mr. Olea, this column reflects the total amount of restricted stock (performance-based vesting) that vest at the level of 120% based upon the cumulative compounded annual TSR percentile relative to the TSR of certain other companies over a three-year period. In the case of performance-based awards granted in 2023, this column reflects the total amount of restricted stock (performance-based vesting) that vest at the level of 100% based upon achieving the threshold adjusted net asset value growth over a three-year period. See Footnote 3 of the 2023 Grants of Plan-Based Awards table for additional information regarding the vesting of performance-based restricted stock. These shares vest in three approximately equal installments. One-third (1/3) vested on February 2, 2024, and one-third (1/3) will vest on each of December 31, 2024 and December 31, 2025. (4) These shares vest in three equal installments. One-third (1/3) vested on February 22, 2023, one-third (1/3) vested on December 31, 2023, and the remaining one-third will vest on December 31, 2024. (5) These stock options cliff vest five years from the date of grant. (6) These shares vest in five equal installments. Twenty percent (20%) vested on each of February 8, 2022, December 31, 2022, and December 31, 2023, and 20% will vest on each of December 31, 2024 and December 31, 2025. (7) These shares vest in five equal installments. Twenty percent (20%) vested on each of February 22, 2021, December 31, 2021, December 31, 2022, and December 31, 2023, and 20% will vest on December 31, 2024. (8) These shares of restricted stock vest in five equal installments. Twenty percent (20%) vested on each of November 30, 2021, November 30, 2022, and November 30, 2023, and 20% will vest on each of November 30, 2024 and November 30, 2025. (9) These shares of restricted stock vest in five equal installments. Twenty percent (20%) vested on each of December 1, 2021, December 1, 2022, and December 1, 2023, and 20% will vest on each of December 1, 2024, and December 1, 2025. (10) These shares of common stock vest in three equal installments, with one-third (1/3) of the total number of shares granted vesting on the following dates: December 29, 2024, December 29, 2025, and December 29, 2026. These shares of common stock vest in two installments, with 55% vesting on January 31, 2024, and the remaining 45% vesting on January 31, 2025.

  92. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding options exercised and stock awards vested during fiscal year 2023 with respect to our NEOs.

  93. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | David O’Reilly | – | – | 6,002 | 485,538 | | L. Jay Cross | – | – | 1,856 | 136,435 | | Carlos Olea | – | – | 1,491 | 127,649 | | Anton Nikodemus | – | – | – | – | | Kristi Smith | – | – | – | – | | Peter Riley | – | – | 33,855 | 2,564,015 |

  94. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information regarding the contributions and earnings credited to the accounts of the NEOs under the nonqualified deferred compensation plan in 2023 and plan balances as of December 31, 2023. The nonqualified deferred compensation plan was established in 2015. Although the Company has the flexibility to make discretionary contributions to the nonqualified deferred compensation plan, it has not made any such contributions. Each participant’s deferral account in the plan is credited or debited for gains and losses associated with his or her account’s notional (not actual) investment in investment options selected by the participant from a menu established from time to time by the Board (or a committee thereof). Participants are not provided with above-market or preferential earnings on their deferral accounts and are only entitled to receive distributions of their account balances in accordance with their deferral elections in effect from time to time and the terms of the plan. All amounts deferred by Mr. Riley under the plan were reflected in the summary compensation table for any year in respect of which he was a named executive officer.

  95. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | David O’Reilly | – | – | – | – | – | | L. Jay Cross | – | – | – | – | – | | Carlos Olea | – | – | – | – | – | | Anton Nikodemus | – | – | – | – | – | | Kristi Smith | – | – | – | – | – | | Peter F. Riley | – | – | 101,943 | 1,198,072 | – |

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table reflects the estimated compensation and other benefits payable to each NEO (other than Mr. Riley) upon termination of employment, including in connection with a “change in control” of the Company. The amounts payable to Mr. Riley upon his termination of employment in 2023 are set forth above under “Employment Agreements and Arrangements with the NEOs – Peter Riley (Former General Counsel).” The amounts shown in the table assume that the triggering event was effective as of December 31, 2023 and that the price of our common stock on which certain of the calculations are based was the closing price of $85.55 per share on December 29, 2023, the last trading day of the year. These amounts are estimates of the incremental amounts and benefits that would be payable to each NEO upon each triggering event, and give effect to the base salary and target bonus increases given to Messrs. O’Reilly and Olea (in each case effective December 31, 2023) as described above under “Employment Agreements and Arrangements with the NEOs.” The actual amounts to be paid out can only be determined at the time of the triggering event, if any. The table does not include amounts that would be payable to Messrs. O’Reilly, Cross, Olea, and Nikodemus under each of their employment agreements in the event of termination due to the Company’s non-renewal of such employment agreements after the expiration of the initial term because none of the employment agreements had expired as of December 31, 2023. For additional information, see “Employment Agreements and Arrangements with the NEOs.”

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name and Benefit | Termination Without Cause or for Good Reason ($) | Death or Disability ($) | Termination Without Cause or for Good Reason in connection with Change in Control(7) ($) | | David O’Reilly | | | | | Cash Severance | 4,500,000(1) | 1,750,000(2) | 7,250,000(3) | | Equity Awards | 5,486,931(4) | 5,486,931(4) | 5,486,931(4) | | Total estimated value | 9,986,931 | 7,236,931 | 12,736,931 | | L. Jay Cross | | | | | Cash Severance | 4,650,000(1) | 1,950,000(2) | 7,350,000(3) | | Equity Awards | 3,167,460(4) | 2,694,825(5) | 3,167,460(4) | | Total estimated value | 7,817,460 | 4,644,825 | 10,517,460 | | Carlos Olea | | | | | Cash Severance | 2,200,000(1) | 825,000(2) | 3,575,000(3) | | Equity Awards | 1,304,210(4) | 1,304,210(4) | 1,304,210(4) | | Total estimated value | 3,504,210 | 2,129,210 | 3,079,971 | | Anton Nikodemus | | | | | Cash Severance | 5,150,000(1) | 1,950,000(2) | 8,350,000(3) | | Equity Awards | 2,400,020(4) | –(4) | 2,400,020(4) | | Total estimated value | 7,550,020 | 1,950,000 | 10,750,020 | | Kristi Smith | | | | | Cash Severance(6) | 115,385 | – | 115,385 | | Equity Awards | 1,035,241(4) | 1,035,241(4) | 1,035,241(4) | | Total estimated value | 1,150,625 | 1,035,241 | 1,150,625 |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Amount represents cash severance outside of a change in control as described under above under “Employment Agreements and Arrangements With The NEOs,” including (i) a cash payment equal to the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. Amount represents a prorated target bonus for the year of termination. Amount represents cash severance in connection with a change in control as described above under “Employment Agreements And Arrangements With The NEOs,” including (i) a cash payment equal to two times the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. (4) Amount represents accelerated vesting of time-based equity awards and the value of performance-based equity awards eligible to vest (assuming performance at the “target” level). Acceleration of stock options is shown using their intrinsic (or “spread”) value, if any. (5) Amount represents the value of performance-based equity awards eligible to vest (assuming performance at the “target” level) and accelerated vesting of time-based equity awards granted in 2023. (6) The amounts in this row represent cash severance payable to Ms. Smith in connection with an involuntary termination by the Company pursuant to the Separation Benefits Plan. (7) For Messrs. O’Reilly, Cross, Olea and Nikodemus, each of their employment agreements provides that if the NEO becomes entitled to receive or if he receives any payments and benefits that would become subject to the excise tax under Section 4999 of the IRC (the “golden parachute” excise tax applicable in certain circumstances upon a change in control of the Company), the payments and benefits will be reduced such that the excise tax does not apply, unless he would be better off on an after-tax basis receiving all of the payments and benefits. For Ms. Smith, the Separation Benefits Plan provides that if any of the payments or benefits provided or to be provided by the Company to Ms. Smith pursuant to the Separation Benefits Plan or otherwise would be subject to the excise tax imposed under Section 4999 of the IRC the separation benefit will be reduced to the minimum extent necessary to ensure that no portion of the separation benefit is subject to the excise tax. The figures in the table above disregard the potential impact of any potential reductions in connection with these provisions.

  99. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE We determined that the 2023 annual total compensation of the median of all our employees who were employed as of December 31, 2023 (other than the CEO) was $99,533. Mr. O’Reilly’s annual total compensation for 2023 was $4,966,996. Based on this information, for 2023, the ratio of the compensation of our CEO to the median annual total compensation of all other employees was approximately 50 to 1. To identify the median compensated employee, we used Box 5, W-2 data for all individuals employed as of December 31, 2023, annualizing this data for those employees who joined the Company in 2023. We believe our pay ratio presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by other companies.

  100. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of Company’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our stockholders’ investments. The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

  101. PAY VS. PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO 1 (David O’Reilly) ($)(1)(2)(3) | Compensation Actually Paid to PEO 1 (David O’Reilly) ($)(1)(3)(4) | Summary Compensation Table Total for PEO 2 (Paul Layne) ($)(1)(2)(3) | Compensation Actually Paid to PEO 2 (Paul Layne) ($)(1)(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(4) | Value of an initial $100 Investment based on: | | Net Income (Loss) (thousand) ($)(7) | Total Segment EBT (thousand) ($)(8) | | | | | | | | | Total Stockholder Return ($)(5) | Peer Group Total Stockholder Return ($)(6) | | | | 2023 | $4,966,996 | $5,175,557 | — | — | $2,941,041 | $3,106,919 | 67.47 | 118.71 | $(551,773) | $(523,434) | | 2022 | 2,565,250 | 452,100 | — | — | 2,434,454 | 1,425,508 | 60.26 | 105.65 | 184,533 | 430,070 | | 2021 | 3,851,162 | 4,835,249 | — | — | 2,073,652 | 2,616,212 | 80.27 | 143.02 | 56,100 | 296,657 | | 2020 | 4,923,118 | 4,242,224 | 4,067,723 | (3,215,717) | 2,375,887 | 726,039 | 62.25 | 97.83 | (26,154) | 201,245 |

  102. PAY VS. PERFORMANCE

    NEOs included in these columns reflect the following individuals:

  103. PAY VS. PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2023 | David O’Reilly | A. Nikodemus, Kristi L. Smith, Carlos A. Olea, Peter F. Riley, L. Jay Cross | | 2022 | David O’Reilly | L. Jay Cross, Carlos A. Olea, Peter F. Riley, Saul Scherl, Correne Loeffler | | 2021 | David O’Reilly | L. Jay Cross, Peter F. Riley, Saul Scherl, Correne Loeffler | | 2020 | Paul Layne, David O’Reilly | L. Jay Cross, Peter F. Riley, Saul Scherl |

  104. PAY VS. PERFORMANCE

    (2) Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. (3) Paul Layne served as CEO until September 17, 2020, and Mr. O’Reilly began serving as Interim Chief Executive Officer until he was promoted on December 1, 2020. (4) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change from prior year end in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for 2023 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  105. PAY VS. PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2023 (For PEO) | Fiscal Year 2023 (Average For Non-PEO NEOs) | | Summary Compensation Table Total | $4,966,996 | $2,941,041 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(2,321,025) | $(1,400,427) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $2,376,237 | $1,267,885 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $128,880 | $23,212 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 0 | $148,718 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $26,865 | $126,537 | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(2,397) | $(46) | | Plus:</(Minus)>: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | 0 | | Compensation Actually Paid | $5,175,557 | $3,106,919 |

  106. PAY VS. PERFORMANCE

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for fiscal year 2023. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

  107. PAY VS. PERFORMANCE

    | | Fiscal Year 2023 | | Restricted Stock Units | | | Stock Price | $73.51 – $85.72 | | Performance Share Units | | | Financial Metric Multiplier | 100% | | Market Condition Fair Value | $0.22 – $95.37 | | Volatility | 27% – 31% | | Risk-Free Interest Rate | 4.1% – 4.7% | | Stock Options | | | Expected Term (years) | 3.8 – 3.9 | | Strike Price | $72.73 – $74.76 | | Volatility | 33% – 36% | | Dividend Yield | 0% | | Risk-Free Interest Rate | 3.8% |

  108. PAY VS. PERFORMANCE

    (5) Total Stockholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. (6) Peer Group Total Stockholder Return represents the cumulative return on a fixed investment of $100 in the S&P 500 Real Estate Index for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. The S&P 500 Real Estate Index is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. (7) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. See Annex A for additional information regarding Total Segment EBT.