DEF 14A of Hudson Pacific Properties, Inc.
Filed Apr 23, 2025 · FY20240001104659-25-038079
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS At the Annual Meeting, our stockholders will be entitled to elect 10 directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. The Board has nominated Victor J. Coleman, Theodore R. Antenucci, Ebs Burnough, Jonathan M. Glaser, Robert L. Harris II, Christy Haubegger, Mark D. Linehan, Michael Nash, Barry A. Sholem and Andrea Wong for election as directors. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons with a broad range of skills, experience, perspectives, and backgrounds. The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee of the Board, or the Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, ability to make independent and analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Hudson Pacific Properties, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires and his or her successor is elected and qualifies. Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable or declines to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.
PROPOSAL NO. 1—ELECTION OF DIRECTORS
| The Board unanimously recommends that the stockholders vote “FOR” the 10 director nominees. |
DIRECTOR BIOGRAPHICAL INFORMATION
DIRECTOR BIOGRAPHICAL INFORMATION
DIRECTOR BIOGRAPHICAL INFORMATION
| Victor J. Coleman Age: 63 Director Since: IPO Board Committee(s): Sustainability | Mr. Coleman was recommended by the Governance Committee and selected by our Board to serve as a director based on his deep knowledge of our Company and his experience in the real estate investment industry and pursuant to the terms of his employment agreement. Mr. Coleman serves as Chief Executive Officer and Chairman of our Board. Prior to the formation of our Company, Mr. Coleman founded and served as a managing partner of our predecessor, Hudson Capital, LLC, a private real estate investment company based in Los Angeles, California. Mr. Coleman is an active community leader, and also serves on the Boards of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission and the YPO Gold Los Angeles Chapter. Mr. Coleman was awarded the City of Hope’s 2015 Spirit of Life Award presented by the Los Angeles Real Estate & Construction Industries Council, the 2019 Real Star of Hollywood Award from the Friends of the Hollywood Central Park, the 2025 NAIOP SoCal Hall of Fame Award, and has been recognized by the Central City Association of Los Angeles as a Treasure of Los Angeles. Mr. Coleman’s experience as a director also includes service on the board of other publicly traded real estate investment trusts such as Douglas Emmett, Inc. (from 2006-2009) and Kite Realty (since 2012), where he currently serves as a member of its compensation committee. Mr. Coleman is also an investor in the Vegas Golden Knights, a National Hockey League team. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Arts in History from the University of California, Berkeley. |
DIRECTOR BIOGRAPHICAL INFORMATION
| Theodore R. Antenucci Age: 60 Director Since: IPO Lead Independent Director Since: March 2023 Board Committee(s): Investment | Mr. Antenucci was recommended by the Governance Committee and selected by our Board to serve as a director based on his experience as an executive and board member of a REIT and his extensive real estate and development expertise in the Southern California market. Mr. Antenucci has served as President and Chief Executive Officer of Catellus Development Corporation, a leading national land developer, since March 2011. Until June 2011, Mr. Antenucci was also President and Chief Investment Officer of Prologis, as well as a member of its Executive Committee. Prologis is a global provider of distribution facilities with over $32 billion in real estate assets under management. He also served on the Board of Directors for Prologis European Properties, a public fund trading on the Euronext stock exchange in Amsterdam, from 2009 through June of 2011. Before joining Prologis in September 2005, Mr. Antenucci served as President of Catellus Commercial Development Corp., and was responsible for all development, construction and acquisition activities. Additionally, Mr. Antenucci has served on the board of trustees of the Children’s Hospital Colorado Foundation since December of 2010. Mr. Antenucci has also served on the board of directors of Iron Mountain, Inc., where he served on its audit committee. He earned a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara. |
DIRECTOR BIOGRAPHICAL INFORMATION
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
DIRECTOR BIOGRAPHICAL INFORMATION
| Ebs Burnough Age: 45 Director Since: March 2022 Board Committee(s): Compensation | Mr. Burnough was recommended by the Governance Committee and selected by our Board to serve as a director based on his government experience as well as his career in the media and entertainment industry. Mr. Burnough is currently the Managing Director of Hatch House Productions, a production company focusing on film, television and theatre, which he joined in January 2017. Additionally, he serves as the President and founder of Ebs Burnough Solutions International (EBSI), a firm dedicated to providing clients with an interdisciplinary approach to marketing, communications and event production, founded in 2013. Prior to founding EBSI, Mr. Burnough served as Director of Communications for AERIN, a global lifestyle brand founded by cosmetics entrepreneur Aerin Lauder and also served as Deputy White House Social Secretary, where he developed and executed hundreds of events on behalf of President and Mrs. Obama, including the G-20 Global Summit, numerous White House State Dinners, as well as producing “Broadway at the White House,” televised on PBS. He currently serves on the boards of Sundance Institute Board of Trustees, as its Chair, Mrs. Wordsmith and Steppenwolf Theater and as an advisory board member of The Actors Fund. Mr. Burnough received a Bachelor of Science in Communications from Northwestern University. |
DIRECTOR BIOGRAPHICAL INFORMATION
| Jonathan M. Glaser Age: 62 Director Since: IPO Board Committee(s): Audit | Mr. Glaser was recommended by the Governance Committee and selected by our Board to serve as a director based on his capital markets expertise, as well as his extensive experience in portfolio management, financial oversight and directorship service. Mr. Glaser has been Managing Member of JMG Capital Management LLC since he founded the company in 1992. JMG Capital Management LLC is the General Partner of JMG Capital Partners, L.P., an investment limited partnership that has been a leader in various capital market strategies, private placements and additional financing strategies. Prior to founding JMG, Mr. Glaser was a member floor trader on both the American Stock Exchange and Pacific Stock Exchange. Mr. Glaser received a Juris Doctor degree from the Boalt Hall School of Law at the University of California, Berkeley, as well as a Bachelor of Arts degree from the University of California, Berkeley. |
DIRECTOR BIOGRAPHICAL INFORMATION
| Robert L. Harris Age: 66 Director Since: December 2014 Board Committee(s): Compensation (Chair) Governance | Mr. Harris was recommended by the Governance Committee and selected by our Board to serve as a director based on his experience with REITs and as a member of senior management at both publicly traded and privately held companies. Mr. Harris has served as a member of our Board since November 2023 and from 2014 to March 2023. He most recently served as Chairman of Acacia Research Corporation, where he served as a director since 2000, as President from 2000 to 2012 and as Executive Chairman of the Board from 2012 to 2016. Mr. Harris previously served as President and a director of Entertainment Properties Trust, a publicly traded entertainment, recreation and specialty real estate company which Mr. Harris founded, from 1997 to 2000. From 1993 to 1997, he led the International Division and served as Senior Vice President of AMC Entertainment. Prior to that, Mr. Harris served as President of Carlton Browne and Company, Inc., a holding company and trust with assets in real estate, insurance and financial services. He has also served on the boards of the George L. Graziadio School of Business and Management at Pepperdine University, CombiMatrix Corporation, True Religion Brand Jeans, the USA Volleyball Foundation and Imperial Bancorp. |
DIRECTOR BIOGRAPHICAL INFORMATION
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
DIRECTOR BIOGRAPHICAL INFORMATION
| Christy Haubegger Age: 56 Director Since: March 2019 Board Committee(s): Sustainability (Chair) Compensation | Ms. Haubegger was recommended by the Governance Committee and selected by our Board to serve as a director based on her expertise in the entertainment industry and her professional relationships. Ms. Haubegger was formerly Executive Vice President, Communications and Chief Inclusion Officer at WarnerMedia, which was owned by AT&T Inc. Previously, she led multicultural business strategy for Creative Artists Agency, or CAA, providing insights on diverse markets to CAA’s motion picture, music, marketing and television clients. Prior to that, Ms. Haubegger worked in the publishing and motion picture industries, having founded and served as publisher, president and CEO at Latina magazine, and served as a producer on several motion pictures. She also previously served on the board of Latina Media Ventures from 2003 to 2018, and currently serves on the boards of the NASDAQ-listed company Liberty Trip Advisor Holdings and Management Leadership for Tomorrow, a non-profit organization that works to increase the number of minority business leaders. She received a Juris Doctor degree from Stanford University and a Bachelor of Arts degree from the University of Texas at Austin. |
DIRECTOR BIOGRAPHICAL INFORMATION
| Mark D. Linehan Age: 63 Director Since: January 1, 2024 Board Committee(s): Audit (Chair) Investment | Mr. Linehan was recommended by the Governance Committee and selected by our Board to serve as a director based on his extensive experience in real estate investment and development as well as his expertise in accounting matters. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993. Wynmark Company is a private real estate investment and development company with interests in properties in California, Nevada and Montana. Prior to founding Wynmark Company, Mr. Linehan was a Senior Vice President with the Trammell Crow Company in Los Angeles, California. Before that, Mr. Linehan was with Kenneth Leventhal & Co. (now Ernst & Young LLP), a Los Angeles-based public accounting firm. He currently serves on the board of Cannae Holdings, Inc. He previously served on the board of Condor Hospitality Trust, a publicly traded REIT. Mr. Linehan is actively involved with the community through his service as Chairman of Direct Relief and on the board of the National Cowboy and Western Heritage Museum, as well his previous board membership with the UC Santa Barbara Foundation and the Camino Real Park Foundation. Mr. Linehan received a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant. |
DIRECTOR BIOGRAPHICAL INFORMATION
| Michael Nash Age: 64 Director Since: January 2024 Board Committee(s): Audit Investment | Mr. Nash was recommended by the Governance Committee and selected by our Board to serve as a director as a result of his deep experience with the debt markets and his institutional knowledge of our company. Mr. Nash has served as a member of our Board since January 2024 and from 2015 to 2019. Mr. Nash was previously the Co-Founder and Chairman of Blackstone Real Estate Debt Strategies. He was also a member of the Real Estate Investment Committee for both Blackstone Real Estate Debt Strategies and Blackstone Real Estate Advisors, as well as Executive Chairman of Blackstone Mortgage Trust, a NYSE-listed REIT. Prior to Blackstone, Mr. Nash led Merrill Lynch’s Real Estate Principal Investment Group—Americas. Mr. Nash received a Master of Business Administration from the Stern School of Business at New York University and a Bachelor of Science in Accounting from State University of New York at Albany. |
DIRECTOR BIOGRAPHICAL INFORMATION
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
DIRECTOR BIOGRAPHICAL INFORMATION
| Barry A. Sholem Age: 69 Director Since: March 2023 Board Committee(s): Governance Sustainability | Mr. Sholem was recommended by the Governance Committee and selected by our Board to serve as a director based on his expertise as an executive and leader in the commercial real estate business and investment strategy. Mr. Sholem is the Founder and Partner of Real Estate for investment advisory firm MSD Partners, L.P. and currently serves as the Chairman and Senior Advisor of Real Estate for BDT & MSD Partners, a merchant bank. Prior to joining MSD Partners, L.P., Mr. Sholem was Chairman of DLJ Real Estate Capital Partners, a real estate fund that he co-founded and that invested in a broad range of real estate-related assets, and a Managing Director at Credit Suisse First Boston. Prior to that, Mr. Sholem was head of the west coast real estate group for Goldman Sachs. Mr. Sholem is a member of the Urban Land Institute, the Real Estate Roundtable and the University of California, Berkeley Real Estate Advisory Board. Mr. Sholem is also a board member for SITE Centers, where he serves on its nominating and ESG committee. Mr. Sholem received a Bachelor of Arts in Economics and Political Science from Brown University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. |
DIRECTOR BIOGRAPHICAL INFORMATION
| Andrea Wong Age: 58 Director Since: August 2017 Board Committee(s): Governance (Chair) | Ms. Wong was recommended by the Governance Committee and selected by our Board to serve as a director based on her experience in the media and entertainment industry. Ms. Wong also serves on the boards of Liberty Media Corporation, QVC Group and Roblox Corporation (Ms. Wong will not stand for re-election on QVC Group’s board of directors at its 2025 annual meeting and will step down from QVC Group’s board of directors effective as of its 2025 annual meeting of shareholders). Ms. Wong was most recently President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment based in London. She oversaw Sony Pictures Television’s 18 overseas production companies, creating nearly 1,300 hours of entertainment around the world each year. Among her many achievements in this role, Ms. Wong brought The Crown to Sony, winner of the Golden Globes for Best Drama Television Series and numerous other accolades. As President, International for Sony Pictures Entertainment, Ms. Wong guided the company on matters impacting international production and championed the studio’s interests abroad. Previously, Ms. Wong served as President and CEO of Lifetime Networks where she oversaw the operations of Lifetime Television, Lifetime Movie Network, Lifetime Real Women, and Lifetime Digital, including programming, marketing, advertising sales, affiliate sales, public affairs, business and legal affairs, strategic planning, operations and research. Prior to that, Ms. Wong was Executive Vice President, Alternative Programming, Specials and Late Night at ABC where she developed shows such as The Bachelor, the U.S. version of Dancing with the Stars and the Emmy-award winning Extreme Makeover: Home Edition. Ms. Wong graduated from MIT with a degree in electrical engineering and received a MBA from Stanford University. She is a Henry Crown Fellow at the Aspen Institute and a member of the Committee of 100. |
DIRECTOR BIOGRAPHICAL INFORMATION
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our Board has approved a compensation program for our non-employee directors, or the Director Compensation Program, which governed our 2023 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.
2024 DIRECTOR COMPENSATION PROGRAM
2024 DIRECTOR COMPENSATION PROGRAM The 2024 Director Compensation Program consists of the components listed below:
2024 DIRECTOR COMPENSATION PROGRAM
| Annual Cash Retainer(1) | $70,000 | | Additional Cash Retainers(1): | | | Lead Independent Director | $35,000 | | Chair of the Audit Committee | $25,000 | | Chair of the Compensation Committee | $15,000 | | Chair of the Governance Committee | $12,500 | | Chair of the Sustainability Committee | $7,500 | | Member of the Audit Committee | $12,500 | | Member of the Compensation Committee | $7,500 | | Member of the Governance Committee | $7,500 | | Member of the Sustainability Committee | $5,000 | | Annual equity award value(2) | $120,000 |
2024 DIRECTOR COMPENSATION PROGRAM
(1) Paid in quarterly installments in arrears. (2) Valued on the date of grant and vests in three equal installments. We also reimburse each of our non-employee directors for travel expenses incurred in connection with attendance at full Board and committee meetings. In accordance with our 2010 Plan, the maximum aggregate value of cash compensation and equity-based awards granted to any non-employee director during any calendar year is $500,000.
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
2024 NON-EMPLOYEE DIRECTOR COMPENSATION The following table provides additional detail regarding the 2024 compensation of our non-employee directors:
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
| NAME(1) | FEE PAID IN CASH ($)(2) | STOCK AWARDS ($)(3) | TOTAL ($) | | Theodore R. Antenucci | 78,750(4) | 120,000 | 198,750 | | Ebs Burnough | 77,500 | 120,000 | 197,500 | | Jonathan M. Glaser | 82,500 | 120,000 | 202,500 | | Robert L. Harris II | 82,948(5) | 120,000 | 202,948 | | Mark D. Linehan | 95,000 | 120,000 | 215,000 | | Christy Haubegger | 85,000 | 120,000 | 205,000 | | Andrea Wong | 82,500 | 120,000 | 202,500 | | Michael Nash | 61,875(6) | 167,541 | 229,416 | | Barry A. Sholem | 81,984 | 120,000 | 201,984 |
2024 NON-EMPLOYEE DIRECTOR COMPENSATION
(1) Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2024 and did not receive compensation for his services as a director. All compensation paid to Mr. Coleman for the services he provided to us in 2024 is reflected in the Summary Compensation Table. (2) Reflects cash retainer fees actually paid in 2024. (3) Each non-employee director serving on our Board on May 15, 2024, the date of our 2024 Annual Meeting of Stockholders, received a grant of RSUs valued at $120,000 on the grant date, with the number of shares determined by dividing $120,000 by the closing price of our common stock on the grant date. Each RSU award will vest, and the restrictions thereon will lapse, in three equal annual installments on each of the first three anniversaries of May 15, 2024, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of RSU awards granted with respect to services performed in 2024 computed in accordance with ASC Topic 718, Compensation—Stock Compensation, or ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to directors in Notes 2 and 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 25, 2025. As of December 31, 2024, Messrs. Antenucci, Burnough, Glaser, and Linehan, and Mses. Haubegger and Wong each held 41,201 RSUs, Mr. Harris held 29,475 RSUs, Mr. Nash held 24,530 RSUs, and Mr. Sholem held 40,213 RSUs. (4) In 2023, Mr. Antenucci elected to receive 100% of his annual and committee cash retainers in fully vested LTIP Units and did not receive a cash amount for Q4 2023 paid in January 2024. (5) Mr. Harris resigned from our Board on March 13, 2023 and rejoined the Board on November 8, 2023 and received a Q4 2023 adjusted cash amount paid in January 2024. (6) Mr. Nash was appointed to our Board in January 2024 and did not receive a cash amount for Q4 2023 paid in January 2024. Upon Mr. Nash joining the Board in January 2024, he received a grant of 5,106 RSUs, representing a prorated portion of the annual RSU award granted to our non-employee directors on the date of our 2023 Annual Meeting of Stockholders.
2024 EXECUTIVE COMPENSATION HIGHLIGHTS
2024 EXECUTIVE COMPENSATION HIGHLIGHTS Our executive compensation program is designed to motivate and reward management for delivering market-leading operating and financial results that lead to long-term value creation for our stockholders while balancing our evolving platform and business strategy. In 2024, we remained focused on positioning ourselves for growth as the office and studio businesses continue to recover from the prolonged impact of macroeconomic factors, the lingering impacts of remote work on the office sector, and the historic and prolonged studio-related strikes, and accordingly made certain changes to our executive compensation program to support this initiative. • No Increases to Cash Compensation. Our NEOs’ cash compensation opportunities, including base salary and cash bonus opportunities, have not been increased since 2022 and remain unchanged for 2025. • Long-Term Incentive Program Redesign. Our historical long-term incentive program structure balanced operational performance achievements with stock price performance. Given the continued challenges faced in our sector, our Compensation Committee, with consultation from Ferguson Partners Consulting (FPC), the Committee’s independent compensation consultant, determined that it was appropriate to reevaluate our historical practice in order to keep our NEOs focused on stock price growth and shareholder alignment as they seek to position our portfolio for growth while balancing retention, as further described in the next bullet. Emphasis on Long-Term Stock Price Growth. In 2024, our CEO, our President and our CFO received “upfront” equity awards sized to cover two years of grants (i.e., grants for 2024 and 2025) in order to encourage retention, stockholder alignment and stock price recovery. 50% of the awards are in the form of performance-based LTIP units that are earned only to the extent that we are able to achieve sustained long-term stock price growth during a five-year performance period from 2026 – 2030. They also contain a time-vesting component and a two-year post-vesting holding period. The remaining 50% of the awards are in
2024 EXECUTIVE COMPENSATION HIGHLIGHTS
the form of time-based LTIP units with a five-year vesting period, with an additional three-year post-vesting holding period. We believe the time-vesting and post-vesting holding period requirements of these awards ensure long-term alignment with our stockholders.
Executive Pay and Financial-TSR Alignment
Executive Pay and Financial-TSR Alignment While our LTI redesign directly aligns our top NEOs with our stock price recovery, our historical and outstanding programs are also meaningfully tied to both financial and stock price performance. To the extent that we do not achieve strong absolute and relative returns, payouts are materially impacted. Additionally, performance-based and time-based equity awards granted to our NEOs have a two- to three-year, respectively, mandatory post-vest holding period, thereby further aligning our executives to the same stock price fluctuations as our stockholders over a long-term horizon. 2024 alignment between compensation and our financial and TSR performance is highlighted below: • No Payout Earned Under the 2022 Relative TSR Performance Units. Our 2022 Performance Unit program completed its three-year performance period on December 31, 2024 and earned 0% under the relative TSR component. • 40% Reduction to the 2022 Operational Performance Units. Potential payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance.
2022 Performance Unit Award
2022 Performance Unit Award January 1, 2022—December 31, 2024 (1) Based on Performance Units earned at 92% of target based on the closing price of the Company’s common stock as of December 31, 2024 of $3.03. Earned units are subject to an additional two-year post vest holding period. (2) Reflects the grant date fair value of our CEO’s 2022 Performance Unit Award as reported in our 2023 Proxy Statement.
KEY COMPENSATION PRACTICES
KEY COMPENSATION PRACTICES The following highlights several key principles of our executive compensation program. We believe these practices reflect strong governance and serve the interests of our stockholders. • Majority of executive compensation is at-risk, performance-based and tied to the achievement of financial and operational goals and stock price performance • Appropriate balance between short-term and long-term incentive measures • Formulaic cash bonus program based on a majority of objective corporate factors • Performance awards include rigorous stock price hurdles designed to reward long-term performance • Mandatory post-vest holding period of 3 years for our time-based equity awards and 2 years for any earned Performance Unit awards • Transparency with our stockholders on our compensation program, decisions and practices • Anti-hedging and anti-pledging policies • Clawback policy that applies to our executive officers and requires our recoupment of erroneously-paid compensation in the event of a financial restatement • Significant share ownership requirements, including 10x base salary for the CEO and 3x base salary for other NEOs Engagement of an independent compensation consultant to advise the Compensation Committee on executive compensation matters
PAY MIX
PAY MIX The Compensation Committee is guided by the following principles in determining an appropriate compensation mix: • Fixed cash compensation should represent the smallest component of executive officer compensation; • The majority of executive officer compensation should be variable and heavily dependent upon the achievement of rigorous and objective performance requirements; and • The majority of executive officer compensation should be in the form of equity-based incentives that provide direct alignment with our stockholders. Although the Compensation Committee does not target any particular peer group percentile when determining an appropriate compensation mix, the overall compensation structure should provide competitive compensation opportunities that will result in overall compensation at the higher-end of the peer range and that is attractive relative to compensation available at successful competitors if our performance exceeds expectations. Conversely, if the Company’s performance is below expectations and peer levels, it will result in overall compensation that is at the low end of the peer range and is less than those amounts paid at more successful competitors. For 2024 performance, the total target direct compensation opportunity was allocated as follows: The above includes the annualized value of the upfront time-based equity awards granted in 2024 to Messrs. Coleman, Lammas and Diramerian as these awards are intended to cover two years of annual grants and includes the 2024 annual time-based equity awards to Messrs. Suazo and Gordon.
How We Determine Executive Compensation
| COMPENSATION COMMITTEE | COMPENSATION CONSULTANT | HPP MANAGEMENT | | Exercises independent discretion with respect to executive compensation matters | Advises the Committee on competitive benchmarking for pay levels, best practices in plan design, and governance trends | CEO provides input on individual performance for other NEOs and results against key non-financial business goals | | Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs | Assists with peer group selection and analysis | Provides additional information as requested by the Committee | | Reviews and approves individual targets and actual compensation for the most senior executives | Reviews and advises on recommendations, plan design and measures | |
ENGAGEMENT OF COMPENSATION CONSULTANT
ENGAGEMENT OF COMPENSATION CONSULTANT The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In 2024, the Compensation Committee engaged FPC to provide market-based compensation data and to advise on industry trends and best practices. Other than advising the Compensation Committee as described above, FPC did not provide any services to the Company in 2024. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with FPC. The Compensation Committee has considered the independence of FPC, consistent with the requirements of NYSE and SEC rules, and has determined that FPC is independent and that there is no conflict of interest resulting from retaining FPC.
How We Use Peer Group Data
How We Use Peer Group Data Each year, the Company reviews the peer group (the “Executive Compensation Peer Group”) to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPC prepared for the Compensation Committee a peer group using the following selection criteria: • Office sector REITs that invest in Class “A” space in high barrier-to-entry markets; • Select diversified REITs that own a large office portfolio; and • Peer companies that generally range in size from approximately 0.5x to 2.5x of our total enterprise value of implied equity market capitalization, while also being sensitive to peer group continuity and market fluctuations. In 2024, no changes were made to our peer group based on an assessment of the above. Our peer group had a median enterprise value(1) of $6.6B, compared to Hudson Pacific Properties at $5.7B, and included the following companies:
How We Use Peer Group Data
| 2024 Peer Group | | | Brandywine Realty Trust (BDN) | Kilroy Realty Corporation (KRC) | | Cousins Properties Incorporate (CUZ) | Paramount Group, Inc. (PGRE) | | Douglas Emmett, Inc. (DEI) | Piedmont Office Realty Trust (PDM) | | Empire State Realty Trust, Inc. (ESRT) | SL Green Realty Corp. (SLG) | | Highwoods Properties,Inc. (HIW) | Vornado Realty Trust (VNO) | | JBG SMITH Properties (JBGS) | |
How We Use Peer Group Data
(1) Per S&P Global Market Intelligence as of December 31, 2024. The Compensation Committee uses the peer group data as one tool in assessing and determining pay for our NEOs. Peer group data is intended to provide the Compensation Committee with insight into the overall market pay levels, market trends, best governance practices and industry performance. The compensation analysis for the peer group provided an overview of typical compensation components (e.g., base salaries, annual bonuses and long-term equity incentives), as well as the range of compensation levels by position, in each case, generally found within the relevant peer group. The peer group compensation analysis prepared by FPC was used by the Compensation Committee for informational purposes only and to assess the competitiveness of each NEO’s overall compensation.
Base Salaries
Base Salaries Base salaries are approved and periodically reviewed by the Compensation Committee. We believe that these salary levels provide appropriate levels of fixed income based on the background, qualifications and skill set of each executive. • No formulaic base salary increases are provided to our NEOs; however, the Compensation Committee may adjust base salaries in connection with its periodic review. • While the Company does not target any particular peer group percentile for salaries (or any other compensation element), the Compensation Committee does factor peer group salaries into the overall decision-making process and determined these levels were appropriate in the context of each individual’s role, responsibility and performance. • In December 2023, the Compensation Committee reviewed base salaries for the NEOs based on competitive market data, internal equity factors, individual performance, and individual roles and responsibilities. Based on this competitive review, the Compensation Committee determined to not increase executives’ base salaries for 2024. The following table sets forth the 2024 base salaries for each of our NEOs:
Cash Bonuses
Cash Bonuses During 2024, our NEOs were eligible for annual cash bonus payments based in part upon: • Achieving objective financial performance goals during the year, and • The Compensation Committee’s review of other key corporate performance factors and each NEO’s individual performance.
2024 Cash Bonus Opportunities
2024 Cash Bonus Opportunities Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation dependent on Company and individual performance.
2024 Cash Bonus Opportunities
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 Cash Bonus Opportunities
For 2024, cash bonus opportunities at threshold, target and maximum for the NEOs remained unchanged from 2023 levels, as follows:
2024 Cash Bonus Opportunities
| EXECUTIVE | THRESHOLD | TARGET | MAXIMUM | | Victor J. Coleman | 105% | 175% | 262.5% | | Mark T. Lammas | 78% | 130% | 195.0% | | Harout Diramerian | 69% | 115% | 172.5% | | Arthur X. Suazo | 69% | 115% | 172.5% | | Drew Gordon | 69% | 115% | 172.5% |
2024 Cash Bonus Scorecard
2024 Cash Bonus Scorecard For 2024, we used a formulaic cash bonus program that is based primarily on the achievement of several objective Company performance criteria that incentivize management to focus on financial goals that are aligned with our annual operating budget and strategic goals for the year. The Compensation Committee’s goal setting process is multi-faceted. Each year, metrics and goals are established based on a thorough review of historical goals, industry expectations and internal priorities and budgeting. Target levels are intended to be both challenging and achievable while maximum levels are intended to represent stretch goals, which, if achieved, will result in performance at the top of our sector. The following highlights the 2024 key considerations and changes: • Majority of Bonus Tied to Objective Financial Goals. Continued to allocate 80% to pre-established corporate performance goals and 20% to other key performance factors assessed by the Compensation Committee (including the management of our studio business); • Reinstated FFO per Share metric. Despite the continued headwinds impacting our FFO per share results, we remained committed to including a per share earnings metric in our program, consistent with our historical programs. For 2024, as a result of the lingering impact of the writers’ strike on the Company’s studio business, goals were calibrated on both a quarterly basis and annual basis, with the overall FFO per share payout capped at target to the extent the full-year FFO per share target was not achieved. Increased weighting on Operational and Financial Goals. We have been the market leader in the sector in corporate responsibility and have made significant progress in achieving our priorities. In acknowledgement of these achievements, and as we continue to work towards longer-term goals, we increased the overall weighting tied to operational and financial metrics and subsequently reduced the weighting on corporate responsibility priorities.
2024 Cash Bonus Scorecard
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 Cash Bonus Scorecard
The 2024 cash bonus program included the following measures:
2024 Cash Bonus Scorecard
| METRIC AND RATIONALE FOR INCLUSION | | WEIGHTING | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | Quarterly FFO(1) | 1Q | 6.25% | $0.15 | $0.17 | $0.19 | $0.17 | | | 2Q | 6.25% | $0.15 | $0.17 | $0.19 | $0.17 | | | 3Q | 6.25% | $0.08 | $0.10 | $0.10 | $0.10 | | | 4Q | 6.25% | $0.09 | $0.11 | $0.13 | $0.11 | | Leasing Volume. (in thousands of square feet) | | 25% | 1,498.5 | 1,665.0 | 1,831.5 | 2,029.3 | | Average Annual Net Debt to Average Annual Consolidated Gross Assets | | 20% | 39% | 38% | 37% | 36.5% | | Accomplishment of Corporate Responsibility Priorities Encourages focus and progress toward measurable annual goals and promotes transparency on our strategy and objectives | | 10% | 6 of 10 | 8 of 10 | 10 of 10 | 9 See Below | | Other Key Corporate Performance Factors and Individual Performance | | 20% | Compensation Committee’s Assessment (See Below) | | | 100% |
2024 Cash Bonus Scorecard
Each quarterly FFO per share goal may be earned above (or below) target, but the overall 25% portion of the bonus based on FFO per share will be capped at target if full-year FFO per share results are less than $1.05, the midpoint of the full-year FFO guidance. FFO is a non-GAAP measure. Refer to Appendix A for a definition of FFO and a reconciliation of net income to FFO.
2024 Cash Bonus Scorecard
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 Cash Bonus Scorecard
The following reflects the accomplishment of 2024 corporate responsibility priorities, which represents 10% of the cash bonus program, the possible points that can be earned under each goal, and the actual points earned for 2024. The achievement of 6 points results in a threshold payout, 8 points results in a target payout and 10 points results in a maximum payout, with linear interpolation for in-between performance as follows:
2024 Cash Bonus Scorecard
| CORPORATE RESPONSIBILITY PRIORITIES | POSSIBLE POINTS | ACTUAL POINTS | YEAR END 2024 STATUS | | Publication of Annual Corporate Responsibility Report | Up to 2 Points | 2 Points | Comments | | Report aligns with established corporate responsibility reporting framework (e.g., GRI, SASB, TCFD) | 1 | 1 | Better BlueprintTM report was aligned with GRI, SASB and TCFD | | Key data in the report is reviewed and/or assured by an independent third-party | 1 | 1 | Report assured by Ernst & Young | | Submission to Key Third Party Surveys | Up to 2 Points | 2 Points | Comments | | Maintain or improve GRESB score | 1 | 1 | Assessed on a relative basis due to underlying changes in GRESB scoring methodology. Score decreased by 1 point | | Maintain or improve CDP score | 1 | 1 | Maintained CDP score | | Recognition from Prominent Third Parties | Up to 2 Points | 1 Point | Comments | | Recognition from at least two national/ international sustainability organizations (e.g., ENERGY STAR, Newsweek, USGBC) | 1 | 1 | ENERGY STAR Partner of the Year 2024, Newsweek America’s Most Responsible Companies 2024 | | Recognition from at least one national/ international real estate industry association (e.g., Nareit, BOMA, NAIOP) | 1 | 0 | Did not receive a national award | | Meaningful Progress Toward HPP’s Key Long-Term Corporate Responsibility Goals | Up to 4 Points | 4 Points | Comments(1) | | Climate: On track to achieve HPP’s science-based target to reduce absolute GHG emissions 50% by 2030, from a 2018 baseline | 1 | 1 | 36% by year end 2023, on track to target | | Waste: On track to achieve HPP’s target to be zero waste (90% landfill diversion rate) in all operations by 2030 | 1 | 1 | 47% by year end 2023, on track to target | | Community Impact: Adherence to HPP’s commitment to donate1% of adjusted net earnings annually | 1 | 1 | Donated >$800K in 2023, above target | | Local Suppliers: On track to achieve HPP’s target to increase development project spend with local suppliers to 15% by 2025 | 1 | 1 | All development projects meeting this target as of year end 2023 | | TOTAL POSSIBLE POINTS: | 10 POINTS | 9 POINTS | |
2024 Cash Bonus Scorecard
At the time 2024 cash bonus compensation was determined, full year data for 2024 was not yet available. Full year 2023 metrics were relied upon for the below elements.
2024 Cash Bonus Scorecard
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 Cash Bonus Scorecard
The 2024 cash bonus program also contained an element based on the Compensation Committee’s assessment of other key corporate performance factors and the executive’s individual performance. In determining whether each executive should receive a payout under this component, the Compensation Committee reviewed the Business and Performance elements outlined below:
2024 Cash Bonus Scorecard
| PERFORMANCE FACTOR | REVIEW OF 2024 PERFORMANCE | | Office leasing activity | • Executed on 316 new and renewal leases totaling 2.0 million square feet, nearly 20% higher than 2023, and with new deals comprising 60% of all activity, the highest level since first quarter 2019 • Signed significant leases including a 157,000-square-foot new lease with the City and County of San Francisco at 1455 Market, the largest lease signed in downtown San Francisco since 2021 | | Development activity | • Substantially completed the 546,000-square-foot Washington 1000 office development in Seattle and the 241,000-square-foot Sunset Glenoaks studio development in Los Angeles | | Dispositions activity | • Sold 3176 Porter, a 47,000-square-foot office property in Palo Alto, California, for gross proceeds of $24.8 million before prorations and closing costs • Entered into a contract to sell Foothill Research Center, a 195,121-square-foot office asset in Palo Alto, for $23.0 million, and reclassified the property as held-for-sale | | Cost containment initiatives | • Lowered G&A expense by $3.6 million compared to the Company’s initial guidance • Reduced Quixote studios and services operating expenses by $7.5 million (annualized) | | Balance sheet and liquidity management | • Ended the year with $518.3 million of total liquidity comprised of $455.0 million of undrawn capacity under the unsecured revolving credit facility(1) and $63.3 million of unrestricted cash and cash equivalents • $153.4 million and $1.0 million, or $39.2 million and $0.5 million at HPP’s share, of undrawn capacity under construction loans secured by Sunset Pier 94 and Sunset Glenoaks, respectively • HPP’s share of net debt to HPP’s share of undepreciated book value was 38.7% with 90.7% of debt fixed or capped, with no maturities until November 2025 |
2024 Cash Bonus Scorecard
(1) Reflects the January 2025 amendment to the unsecured revolving credit facility to favorably adjust certain definitions and covenant calculations beginning with the period ending December 31, 2024, in light of which lender commitments are $775 million compared to the prior amendment amount of $900 million. The facility matures in December 2026 (including extension options).
2024 Cash Bonus Payouts
2024 Cash Bonus Payouts Based on achievements described above and in consideration of each NEO’s considerable efforts and individual achievements in 2024, the Compensation Committee awarded a payout at 100% of target under the discretionary component of the cash bonus program.
2024 Cash Bonus Payouts
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 Cash Bonus Payouts
The 2024 annual cash bonuses paid to our NEOs are as follows:
2024 Cash Bonus Payouts
| EXECUTIVE | 2024 Bonus ($) | | Victor J. Coleman | $2,187,501 | | Mark T. Lammas | $1,238,251 | | Harout Diramerian | $679,938 | | Arthur X. Suazo | $830,876 | | Drew Gordon | $794,220 |
Long-Term Equity Incentives
Long-Term Equity Incentives The goals of our long-term, equity-based awards are to incentivize and reward increases in long-term stockholder value and to align the interests of our NEOs with the interests of our stockholders.
2024 Equity Award Redesign
2024 Equity Award Redesign For the 2024 equity awards, the Compensation Committee, in collaboration with FPC, conducted a holistic review that included the following key findings: • External Business Environment. Our management team needed to be focused on continuing to navigate an unprecedented confluence of an unfavorable macroeconomic environment for office owners, the lingering impacts of remote work, and the historic and prolonged studio-related strikes. Focusing on long-term growth vs. short-term headwinds was critically important • Stock Price Performance. The core of HPP’s compensation philosophy has always emphasized alignment with our stockholders over the long term. As a result of the external business environment, our stock price (consistent with many of our office peers) had decreased significantly • Changes to Compensation During Transitional Periods. In addition to the holistic annual compensation market review conducted, the Compensation Committee also reviewed compensation programs used to ensure alignment and effectiveness during periods of significant disruption and noted two key themes: (i) absolute stock price recovery becomes the predominant measure for LTI delivered to key senior leaders most responsible for driving long-term growth, and (ii) retention and stability becomes more important for other employees tasked with day-to-day execution • Governance Factors. Our Compensation Committee also considered preferences of our stockholders and sought to understand what programs had provided better alignment and more favorable say-on-pay outcomes (such as longer vesting periods and goal rigor) Following this review, the Compensation Committee approved a new 2024 long-term equity award program as follows: • Shareholder Alignment Program for Top Senior Leaders. To ensure the engagement and retention of the Company’s top senior leaders and to motivate them to take actions that restore shareholder value, in January 2024, the Committee granted Messrs. Coleman, Lammas and Diramerian “upfront” equity awards that cover two years of grants (i.e., grants for 2024 and 2025). A similar structure has been used by other office REITS, and the Committee determined that increasing rigor and enhancing governance was appropriate as follows: • Awards were approved at the same time as other year-end decisions and in accordance with our usual grant cycle to avoid any perception of timing the market for management’s benefit With respect to the performance awards, stock price achievement will not be assessed before 2026 and requires a 20 consecutive trading-day average be maintained, and further requires an ~100%
2024 Equity Award Redesign
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 Equity Award Redesign
increase from the closing price of our common stock from the date the Compensation Committee approved the design, to earn the maximum payout (among the most challenging goals set in the office REIT industry) • Performance awards are eligible to be earned and may vest between years three and five and are also subject to a two-year post-vest holding period; time-based awards vest over five years and are also subject to a three-year post-vest holding period. This time-based vesting schedule subjects our senior leaders to an additional year of vesting than if we had granted annual awards in 2024 and 2025 under our traditional three-year vesting schedule • The next cycle of awards were granted to our employees in January 2025, with no grants (time-based or performance-based) to be made to Messrs. Coleman, Lammas and Diramerian in 2025 • Retention Equity for other Employees. In January 2024, Messrs. Suazo and Gordon (as well as all other EVPs) received only time-based LTIP Unit awards covering one year of equity grants (equal to the value of their 2023 target LTI awards). Long-term equity incentives granted in time-based LTIP Units were intended to bolster retention and boost morale following several years of declining stock prices and low performance award payouts. While there were no performance conditions associated with these awards, they are subject to both a three-year vesting period, plus a three-year post-vest holding period (meaning no units may be sold until four years after the grant date). The long-term vesting/holding requirements creates significant alignment with our stockholders irrespective of any performance conditions.
2024 LTIP Unit Awards
2024 LTIP Unit Awards In determining the dollar-denominated value of the LTIP Unit awards for our NEOs, the Compensation Committee analyzed: • The Company’s financial and operational performance; • The role and responsibilities of the individual; • Individual performance history (which for NEOs other than our CEO included Mr. Coleman’s input); and • Prevailing market practices based on market data provided by FPC with respect to our Executive Compensation Peer Group. Annual equity awards were not determined based on the attainment of any particular individual or Company-level performance goal(s) or the application of any benchmarking or formula(e). Instead, the Compensation Committee considered the peer group market data and our operational performance in determining the appropriate values. Based on this assessment, the Compensation Committee determined it was appropriate to keep each executive’s dollar-denominated value of the annualized 2024 Annual LTIP Unit awards unchanged from amounts granted with respect to the 2023 Annual LTIP Unit awards. The Annual LTIP Unit awards were as follows: • Messrs. Coleman, Lammas and Diramerian received 50% of their 2024 target equity grant (an amount equal to 2x the value of the 2023 target equity grant) in the form of time-based LTIP units. As previously described, the time-based LTIP units granted to Messrs. Coleman, Lammas and Diramerian are intended to cover two years of grants. Messrs. Coleman, Lammas and Diramerian did not receive equity grants in January 2025.
2024 LTIP Unit Awards
| EXECUTIVE | 2024 LTIP Unit Awards (Granted in January 2024) ($)(1) | Annualized Value(2) | 2023 Annual LTIP Unit Awards ($) | | Victor J. Coleman | 8,000,000 | 4,000,000 | 4,000,000 | | Mark T. Lammas | 3,500,000 | 1,750,000 | 1,750,000 | | Harout Diramerian | 1,250,000 | 625,000 | 625,000 |
2024 LTIP Unit Awards
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 LTIP Unit Awards
These awards will vest in five equal, annual installments on each of the first five anniversaries of the grant date, subject to the executive’s continued service through such vesting date and further subject to an additional mandatory holding period under which the NEOs cannot transfer vested units for an additional three years following the applicable vesting date. The LTIP Unit awards are subject to accelerated vesting upon certain terminations (as described below in the section entitled “Potential Payments Upon Termination or Change in Control”). • Messrs. Suazo and Gordon received 100% of their 2024 target equity grant (an amount equal to the value of their 2023 target equity grant) in the form of time-based LTIP Units.
2024 LTIP Unit Awards
| EXECUTIVE | 2024 LTIP Unit Awards (Granted in January 2024) ($)(1) | 2023 Annual LTIP Unit Awards—Including Total Target Award of Performance Units | | Arthur X. Suazo | 1,125,000 | 1,125,000 | | Drew Gordon | 940,000 | N/A |
2024 LTIP Unit Awards
These awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date, subject to the executive’s continued service through such vesting date and further subject to an additional mandatory holding period under which the NEOs cannot transfer vested units for an additional three years following the applicable vesting date. The LTIP Unit awards are subject to accelerated vesting upon certain terminations (as described below in the section entitled “Potential Payments Upon Termination or Change in Control”). (1) Amounts reflect dollar-denominated values of LTIP unit awards. The grant date fair values, computed in accordance with ASC 718, are $7,541,980, $3,299,614, $1,178,435, $892,985 and $746,139 for Messrs. Coleman, Lammas, Diramerian, Suazo, and Gordon, respectively. (2) Amounts reflect dollar-denominated values of LTIP unit awards annualized over the two years of grants the award is intended to cover.
Performance Unit Awards
Performance Unit Awards Performance Unit awards are granted as Performance Units in our operating partnership. Under the Performance Unit program, a fixed number of Performance Units will be issued at the onset of the performance period and may be earned under a range of payouts based on stated goals. Below is a summary of the key terms of the 2024 Performance-Based Unit awards granted to Messrs. Coleman, Lammas and Diramerian. Messrs. Suazo and Gordon did not receive Performance Units in 2024.
Performance Unit Awards
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
Performance Unit Awards
| FEATURE | DESCRIPTION | OBJECTIVE | | Stock Price Performance Hurdles | • Maximum: 100% of Performance Units earned at $10.42 per share (~100% increase) • High: 75% of Performance Units earned at $9.55 per share (~83% increase) • Target: 50% of Performance Units earned at $7.82 per share (~50% increase) • Threshold: 25% of Performance Units earned at $6.51 per share (~25% increase) | • Rigorous stock price goals set to motivate management to grow the Company’s stock price over the next several years | | Performance Period | • Performance Units may be earned beginning on January 1, 2026 through December 31, 2030 | • Performance period begins in year 3, requiring long-term sustained growth to achieve the performance hurdles | | Time-Based Vesting Period | • Earned Performance Units will vest based on continued service over a 5-year vesting period, as follows: ☐ 60% vests on January 1, 2027 ☐ 20% vests on January 1, 2028 ☐ 20% vests on January 1, 2029 • Subject to a 2-year post-vest holding period | • Long-term, back-ended vesting in addition to post-vest holding period ensures alignment with stockholders, even following the conclusion of the measurement period |
Performance Unit Awards
The Compensation Committee approved the following 2024 Performance Units:
Performance Unit Awards
| | 2024 UPFRONT GRANT PERFORMANCE UNIT AWARD VALUES | | | | EXECUTIVE | 2024 AGGREGATE TARGET AWARD ($) | 2024 ANNUALIZED VALUE OF TARGET AWARD ($) | 2023 Total Target Award ($) | | Victor J. Coleman | 8,000,000 | 4,000,000 | 4,000,000 | | Mark T. Lammas | 3,500,000 | 1,750,000 | 1,750,000 | | Harout Diramerian | 1,250,000 | 625,000 | 625,000 |
Performance Unit Awards
Although the program is designed to grant a “target” number of units, with adjustments upwards/downwards based on performance, in order to address certain tax requirements that apply to Performance Units, the Performance Units were issued at maximum. Therefore, based on our performance, the Performance Units can be earned at maximum (if maximum goals are achieved) or, if maximum goals are not achieved, the Performance Units will be adjusted downwards.
Status of Performance Unit Awards and Achievement of 2022 Performance Unit Awards
Status of Performance Unit Awards and Achievement of 2022 Performance Unit Awards The following depicts the status of our outstanding Performance Unit awards, including the achievement of our 2022 Performance Unit Awards, which completed the three-year performance period on December 31, 2024:
Status of Performance Unit Awards and Achievement of 2022 Performance Unit Awards
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
Status of Performance Unit Awards and Achievement of 2022 Performance Unit Awards
(1) Weight is based on the grant date fair value. (2) Payouts are based on the amounts earned (or tracking to be earned for the 2023 and 2024 awards) based on performance through December 31, 2024, expressed as a percentage of target. Our 2022 Performance Unit program completed its three-year performance period on December 31, 2024. Under our 2022 Performance Unit program, Performance Units based on relative TSR performance may be earned between 37.5% and 250% of target based on relative TSR performance equal to -1,000 bps to +1,500 bps as compared to the FTSE NAREIT Equity Office Index. Performance Units based on operational metrics were “earned” at the end of the one-year performance period on December 31, 2022 at 193.1%, and are subject to modification based on absolute TSR performance. Based on a relative TSR equal to -5,360 bps achieved during the performance period, our 2022 Performance Unit program earned 0% under the relative TSR component and payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance of -76.3%.
Clawback Policy
Clawback Policy We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).
SEVERANCE AND CHANGE IN CONTROL BENEFITS
SEVERANCE AND CHANGE IN CONTROL BENEFITS As described more fully below in the sections entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table” and “Potential Payments Upon Termination or Change in Control,” we have entered into employment agreements with our NEOs that provide for various severance and change in control benefits and other terms and conditions of employment. We believe that the protections contained in these employment agreements will help to ensure the day-to-day stability necessary to our executives to enable them to properly focus their attention on their duties and responsibilities with the Company and will provide security with regard to some of the most uncertain events relating to continued employment, thereby limiting concern and uncertainty and promoting productivity. The treatment of outstanding equity-based awards held by our NEOs upon a termination or change in control is covered in the respective award agreements and described in more detail in the section “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table” and “Summary of Potential Payments Upon Termination or Change In Control” below.
Section 280G of the Internal Revenue Code
Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.
ACCOUNTING STANDARDS
ACCOUNTING STANDARDS ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. We have elected to account for forfeitures of awards as they occur. Grants of restricted stock, RSUs and Performance Units under our equity incentive award plans will be accounted for under ASC Topic 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2022, December 31, 2023 and December 31, 2024, as well as their positions for 2024:
SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Victor J. Coleman Chief Executive Officer and Chairman of the Board | 2024 | 1,000,000 | 350,000 | 21,567,422 | 1,837,501 | 46,711 | 24,801,634 | | | 2023 | 1,000,000 | 192,500 | 6,192,162 | 743,750 | 241,267 | 8,369,679 | | | 2022 | 1,000,000 | 164,593 | 4,822,958 | 658,373 | 144,416 | 6,790,340 | | Mark T. Lammas President and Treasurer | 2024 | 762,000 | 198,120 | 9,435,745 | 1,040,131 | 11,579 | 11,447,575 | | | 2023 | 762,000 | 108,966 | 2,829,428 | 421,005 | 9,646 | 4,131,045 | | | 2022 | 762,000 | 93,169 | 2,215,837 | 372,674 | 8,804 | 3,452,484 | | Harout Diramerian Chief Financial Officer | 2024 | 473,000 | 108,790 | 3,369,910 | 571,148 | 11,552 | 4,534,400 | | | 2023 | 473,000 | 89,752 | 966,739 | 346,768 | 9,646 | 1,885,905 | | | 2022 | 473,000 | 76,741 | 752,883 | 306,966 | 8,804 | 1,618,394 | | Arthur X. Suazo Executive Vice President, Leasing Executive | 2024 | 578,000 | 132,940 | 892,985 | 697,936 | 11,579 | 2,313,440 | | | 2023 | 578,000 | 146,234 | 758,734 | 564,995 | 9,646 | 2,057,609 | | | 2022 | 578,000 | 62,518 | 812,572 | 250,073 | 8,804 | 1,711,967 | | Drew Gordon Chief Investment Officer | 2024 | 552,500 | 127,075 | 746,139 | 667,145 | 11,579 | 2,104,438 |
SUMMARY COMPENSATION TABLE
(1) Amounts represent discretionary bonuses paid to our NEOs under our 2024 cash bonus program in respect of the Compensation Committee’s assessment of individual and corporate performance during the applicable fiscal year. (2) Amounts for 2024 reflect the full grant-date fair value of LTIP Unit awards and, with respect to Messrs. Coleman, Lammas and Diramerian, Performance Unit awards granted in 2024, each computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The 2024 Performance Unit awards are subject to market conditions. The amounts in the table with respect to the 2024 Performance Unit awards represent the grant date fair value calculated using a Monte Carlo simulation model in the following amounts: $14,025,442, $6,136,131 and $2,191,475 for Messrs. Coleman, Lammas and Diramerian, respectively. We provide information regarding the assumptions used to calculate the value of all LTIP Unit awards and Performance Unit awards made to executive officers in Notes 2 and 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 25, 2025. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). The measures that determine the number of Performance Units issued to an NEO are stock price hurdles, assessed over the applicable performance period as described in more detail in “Elements of Executive Officer Compensation—Long-Term Equity Incentives” above. The 2024 Performance Unit awards are treated as market condition awards as defined under ASC Topic 718, and as a result, the maximum values of the awards will not differ from the fair values presented in the table above. (3) The amounts shown represent the non-discretionary bonuses earned in the applicable year under our cash bonus program. Amounts for all NEOs represent $9,000 for the Company’s 401(k) match, $528 for life insurance premiums (except for Mr. Diramerian whose premium was $501), $1,571 in short-term disability premiums and $480 for long-term disability premiums; for Mr. Coleman, includes $35,132 in incremental costs to the Company for the personal use of an aircraft.
SUMMARY COMPENSATION TABLE
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024 The following table sets forth information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2024:
GRANTS OF PLAN-BASED AWARDS IN 2024
| | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | GRANT DATE FAIR VALUE OF STOCK AWARDS ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Victor J. Coleman | | $1,050,000 | $1,750,000 | $2,625,000 | — | — | — | — | — | | | 1/1/2024(2) | — | — | — | | | | 1,017,811 | 7,541,980(3) | | | 1/1/2024(4) | — | — | — | 508,906 | 1,017,812 | 2,035,623 | — | 14,025,442(5) | | Mark T. Lammas | | 594,360 | 990,600 | 1,485,900 | — | — | — | — | — | | | 1/1/2024(2) | — | — | — | — | — | — | 445,292 | 3,299,614(3) | | | 1/1/2024(4) | — | — | — | 222,646 | 445,293 | 890,585 | — | 6,136,131(5) | | Harout Diramerian | | 326,370 | 543,950 | 815,925 | — | — | — | — | — | | | 1/1/2024(2) | — | — | — | — | — | — | 159,033 | 1,178,435(3) | | | 1/1/2024(4) | — | — | — | 79,517 | 159,033 | 318,066 | — | 2,191,475(5) | | Arthur X. Suazo | | 398,820 | 664,700 | 997,050 | — | — | — | — | — | | | 1/1/2024(2) | — | — | — | — | — | — | 120,837 | 892,985(3) | | | | — | — | — | — | — | — | — | | | Drew Gordon | | 381,225 | 635,375 | 953,063 | — | — | — | — | — | | | 1/1/2024(2) | — | — | — | — | — | — | 100,966 | 746,139(3) | | | | — | — | — | — | — | — | — | |
GRANTS OF PLAN-BASED AWARDS IN 2024
(1) Amounts shown in these columns represent each NEO’s annual cash bonus opportunity under our 2024 cash bonus program. The “Target” amount represents the NEO’s target bonus if each non-discretionary performance goal was achieved at the target level, and the “Threshold” and “Maximum” amounts represent the NEO’s threshold and maximum bonuses, respectively, if each performance goal was achieved at the minimum or the maximum levels. (2) The Compensation Committee approved LTIP Unit awards for each NEO, effective January 1, 2024. For Messrs. Coleman, Lammas and Diramerian, awards will vest in five equal, annual installments on each of January 1, 2025, January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029, subject to continued service with us through the applicable vesting date. For Messrs. Suazo and Gordon, awards will vest in three equal, annual installments on each of January 1, 2025, January 1, 2026 and January 1, 2027, subject to continued service with us through the applicable vesting date. Awards are further subject to accelerated vesting upon certain terminations as described below in the section entitled “Potential Payments Upon Termination or Change in Control”. (3) Amounts reflect the full grant date fair value of LTIP Unit awards granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all awards made to executive officers in 2024 in Notes 2 and 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 25, 2025. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). (4) Amounts reflect Performance Unit awards granted on January 1, 2024 at threshold, target and maximum levels. Performance Unit awards granted to our NEOs will be earned in the form of Performance Units of our operating partnership. For additional information on the 2024 Performance Units, see “Elements of Executive Officer Compensation—Performance Unit Awards” above. Amounts reflect the full grant date fair value of Performance Unit awards in accordance with ASC Topic 718. The fair value of the Performance Unit awards is estimated using a Monte Carlo simulation model. We provide information regarding the assumptions used to calculate the value of all Performance Unit awards made to executive officers in Notes 2 and 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 25, 2025. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual).
GRANTS OF PLAN-BASED AWARDS IN 2024
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS IN 2024 TABLE
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS IN 2024 TABLE The material terms of the employment agreements with each of our NEOs are described below.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024:
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| NAME | NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Victor J. Coleman | 274,067(1) | $830,423(2) | — | — | | | 1,017,811(3) | 3,083,967(2) | — | — | | | — | — | 666,666(4) | $2,019,998(2) | | | — | — | 508,906(5) | 1,541,982(2) | | Mark T. Lammas | 119,904(1) | $363,309(2) | — | — | | | 445,292(3) | 1,349,235(2) | — | — | | | — | — | 291,666(4) | $883,748(2) | | | — | — | 222,646(5) | 674,617(2) | | Harout Diramerian | 42,823(1) | $129,754(2) | — | — | | | 159,033(3) | 481,870(2) | — | — | | | — | — | 104,166(4) | $315,623(2) | | | — | — | 79,517(5) | 240,933(2) | | Arthur X. Suazo | 42,823(1) | $129,754(2) | — | — | | | 120,837(3) | 366,136(2) | — | — | | | — | — | 83,333(4) | $252,499(2) | | Drew Gordon | 30,147(1) | $91,345(2) | — | — | | | 100,966(3) | 305,927(2) | — | — | | | — | — | 83,333(4) | $252,499(2) |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
(1) Consists of awards of LTIP Units granted on January 1, 2023, which vest in three substantially equal installments on each of January 1, 2024, 2025 and 2026, subject to continued service with us through the applicable vesting dates. (2) The market value of LTIP Units or Performance Units, as applicable, that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2024, the last trading day of the year ($3.03), by the number of unvested shares or units outstanding under the award. (3) Consists of awards of LTIP Units granted on January 1, 2024. For Messrs. Coleman, Lammas and Diramerian, awards will vest in five equal, annual installments on each of January 1, 2025, January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029, subject to continued service with us through the applicable vesting dates. For Messrs. Suazo and Gordon, awards will vest in three equal, annual installments on each of January 1, 2025, January 1, 2026 and January 1, 2027, subject to continued service with us through the applicable vesting dates. (4) Consists of Performance Units granted on May 4, 2023. The performance period for the Performance Units will end on December 31, 2025. In accordance with the SEC rules, the number of Performance Units shown represents the number of units that may be earned during the performance period based on target performance. Consists of Performance Units granted on January 1, 2024. The performance period for the Performance Units will end on December 31, 2030. In accordance with the SEC rules, the number of Performance Units shown represents the number of units that may be earned during the performance period based on threshold performance.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
2024 OPTION EXERCISES AND STOCK VESTED
2024 OPTION EXERCISES AND STOCK VESTED The following table summarizes vesting of stock applicable to our NEOs during the year December 31, 2024. None of the NEOs held any options during 2024:
2024 OPTION EXERCISES AND STOCK VESTED
| NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Victor J. Coleman | 431,049 | $2,958,723 | | Mark T. Lammas | 204,460 | 1,392,821 | | Harout Diramerian | 64,408 | 443,196 | | Arthur X. Suazo | 39,715 | 288,512 | | Drew Gordon | 56,961 | 386,021 |
2024 OPTION EXERCISES AND STOCK VESTED
Amounts shown are calculated by multiplying the fair market value of our common stock on the applicable vesting date by the number of LTIP Units that vested on such date.
2024 OPTION EXERCISES AND STOCK VESTED
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024, and includes potential payments that would be made to Mr. Gordon had his employment agreement (effective as of January 1, 2025) been in effect as of December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2010 Plan.
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| NAME | BENEFIT | DEATH ($) | DISABILITY ($) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL)($) | CHANGE IN CONTROL (NO TERMINATION) ($)(1) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON IN CONNECTION WITH A CHANGE IN CONTROL($)(1) | | Victor J. Coleman | Cash Severance(2) | 2,759,210 | 2,759,210 | 8,277,630 | — | 8,277,630 | | | Continued Health Benefits(3) | 18,644 | 18,644 | 55,932 | — | 55,932 | | | Equity Acceleration | 6,187,721(4) | 6,187,721(4) | 6,187,721(4) | $2,273,331(5) | 6,187,721(4) | | | Life Insurance(6) | 500,000 | — | — | — | — | | | Total | 9,465,575 | 8,965,575 | 14,521,283 | 2,273,331 | 14,521,283 | | Mark T. Lammas | Cash Severance(2) | — | — | 3,515,628 | — | 5,273,442 | | | Continued Health Benefits(7) | — | — | 39,995 | — | 39,995 | | | Equity Acceleration | 2,707,125(4) | 2,707,125(4) | 2,707,125(4) | 994,581(5) | 2,707,125(4) | | | Life Insurance(6) | 500,000 | — | — | — | — | | | Total | 3,207,125 | 2,707,125 | 6,262,748 | 994,581 | 8,020,562 | | Harout Diramerian | Cash Severance(2) | — | — | 1,019,813 | — | 2,039,626 | | | Continued Health Benefits(7) | — | — | 36,487 | — | 36,487 | | | Equity Acceleration | 966,830(4) | 966,830(4) | 966,830(4) | 355,206(5) | 966,830(4) | | | Life Insurance(6) | 473,000 | — | — | — | — | | | Total | 1,439,830 | 966,830 | 2,023,130 | 355,206 | 3,042,943 | | Arthur X. Suazo | Cash Severance(2) | — | — | 1,246,198 | — | 2,492,396 | | | Continued Health Benefits(8) | — | — | 18,273 | — | 18,273 | | | Equity Acceleration | 780,055(4) | 780,055(4) | 780,055(4) | 284,165(5) | 780,055(4) | | | Life Insurance(6) | 500,000 | — | — | — | — | | | Total | 1,280,055 | 780,055 | 2,044,526 | 284,165 | 3,290,724 | | Drew Gordon | Cash Severance(2) | — | — | 1,139,926 | — | 2,279,852 | | | Continued Health Benefits(8) | — | — | 39,881 | — | 39,881 | | | Equity Acceleration | 635,093(4) | 635,093(4) | 635,093(4) | 237,821(5) | 635,093(4) | | | Life Insurance(6) | 500,000 | — | — | — | — | | | Total | 1,135,093 | 635,093 | 1,814,900 | 237,821 | 2,954,826 |
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1) In accordance with the employment agreement terms, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the executive officer that are more favorable than the net after-tax payments and benefits payable to the executive officer in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code Section 280G limits. No executive officer is entitled to any tax gross-up payment in connection with change in control payments (or otherwise). Cash severance was calculated by multiplying the applicable severance multiple (described above) by the sum of (i) the executive officer’s annual base salary in effect on December 31, 2024; and (ii) the average annual bonus earned by the executive officer during 2022 and 2023. For Mr. Gordon, while he was not subject to an employment agreement effective as of December 31, 2024, we have illustrated his potential cash severance as if his current employment agreement (which went into effect on January 1, 2025) described above was effective as of such date.
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Represents the aggregate premium payments that we would be required to pay to or on behalf of Mr. Coleman to provide continued health insurance coverage under COBRA (based on Mr. Coleman’s health insurance coverage elections as of December 31, 2024) for 12 months in connection with termination due to Death or Disability or 36 months for termination without Cause or for Good Reason. (4) Represents, for each executive officer, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding LTIP Units held by the executive officer as of December 31, 2024 and (ii) the accelerated vesting of the 2023 and 2024 Performance Unit awards held by the executive officer, plus the dividend equivalents that would become payable in respect of the executive’s 2023 and 2024 Performance Unit awards upon the termination. As required by applicable disclosure rules, these values reflect a hypothetical termination of the executive’s employment occurring on December 31, 2024. The value of accelerated LTIP Unit vesting was calculated by multiplying (a) the number of shares subject to acceleration by (b) the fair market value of a share of common stock on December 31, 2024 (the last trading day of the year) of $3.03. The value of the accelerated vesting of the 2023 Performance Unit awards as of December 31, 2024 for purposes of this disclosure is based on the greater of (x) 50% of the Operational Units and (y) the number of Operational Units that would vest based on actual achievement of each operational performance goal and relative TSR performance through the termination date (December 31, 2024). The 2023 Performance Unit award values for each executive also include an amount equal to the aggregate dividend equivalents that would become payable to the executive in respect of the 2023 Performance Unit award upon such termination, or $253,333, $110,833, $39,583, $31,666 and $31,666 for Messrs. Coleman, Lammas, Diramerian, Suazo, and Gordon respectively, based on the dividends per share declared during the performance period (beginning on January 1, 2023) through December 31, 2024. For each Messrs. Coleman, Lammas and Diramerian, the value of the accelerated 2024 Performance Unit awards as of December 31, 2024 for the purposes of this disclosure is based on actual achievement through the termination date (December 31, 2024) and do not include an amount for the shares or with respect to the aggregate dividend equivalents given no shares have been earned during the performance period. (5) Represents, for each executive officer, the accelerated vesting of the 2023 Performance Unit award and for Messrs. Coleman, Lammas and Diramerian, the 2024 Performance Unit award held by the executive officer, plus the dividend equivalents that would become payable in respect of the executive’s 2023 and 2024 Performance Unit awards, as applicable, upon the change in control. As required by applicable disclosure rules, these values reflect a hypothetical change in control occurring on December 31, 2024. The value of the 2023 and 2024 Performance Unit award vesting was calculated as described in footnote (4) above. (6) Represents the life insurance proceeds payable by a third-party insurer under the executive’s life insurance policy upon a termination of employment due to death. (7) Represents the aggregate premium payments that we would be required to pay to or on behalf of the applicable executive to provide continued health insurance coverage under COBRA (based on the executive’s health insurance coverage elections as of December 31, 2024) for 18 months.
CEO PAY RATIO
CEO PAY RATIO For 2024, our last completed fiscal year: • the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $73,775; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $24,801,634. Based on this information, for 2024, our CEO’s annual total compensation was approximately 336 times that of the median of the annual total compensation of all of our employees (other than the CEO).
SUPPLEMENTAL ANNUALIZED CEO PAY RATIO
SUPPLEMENTAL ANNUALIZED CEO PAY RATIO In 2024, our CEO was granted upfront equity awards sized to cover two years of grants (e.g., grants for 2024 and 2025) in order to encourage retention, stockholder alignment and stock price recovery (as described above in the section entitled “Long-Term Equity Incentives”). Such equity awards granted in fiscal year 2024 had an aggregate grant date fair value equal to $21,567,422. Accordingly, we believe the annual total compensation reported in the “Total” column of the Summary Compensation Table above is not reflective of our historical grant practices. As such, we are providing a supplemental ratio that compares the annual total compensation of our CEO, taking into account an annualized aggregate grant date fair value of the equity awards granted in fiscal year 2024, of $10,783,711, to the pay of the median-paid employee as we believe that this supplemental ratio reflects a more representative comparison. Based on this annualized amount, for 2024, our CEO’s annualized total compensation was approximately 146 times that of the median of the annual total compensation of all of our employees (other than the CEO).
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation “actually paid” to our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024, in each case, as compared to (i) our cumulative TSR performance, (ii) our peer group TSR performance, (iii) net income, and (iv) FFO per share (“FFO”), the company’s selected measure. Differences in our Summary Compensation Table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, which take into account a discount for lack of marketability or illiquidity due to post-vesting restrictions and the future performance of the Company and relative performance indices based on Monte Carlo simulations for any market-based awards.
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(1) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($) | FFO per Share ($)(4) | | | | | | | Total Shareholder Return ($)(2) | Peer Group Total Shareholder Return ($)(3) | | | | 2024 | $24,801,634 | $3,611,063 | $5,099,963 | $1,394,558 | $10.16 | $68.44 | $(381.4) | $0.53 | | 2023 | $8,369,679 | $9,129,334 | $2,349,969 | $2,628,308 | $30.66 | $65.66 | $(170.7) | $0.90 | | 2022 | $6,790,340 | $(5,665,170) | $1,997,226 | $(356,855) | $30.02 | $66.06 | $(16.5) | $2.02 | | 2021 | $10,548,816 | $9,505,900 | $2,846,242 | $2,547,509 | $71.13 | $102.50 | $29.0 | $1.99 | | 2020 | $9,487,250 | $(1,746,873) | $3,197,016 | $(297,789) | $66.61 | $83.39 | $16.4 | $1.91 |
PAY VERSUS PERFORMANCE TABLE
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
PAY VERSUS PERFORMANCE TABLE
Reflects compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for each relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
PAY VERSUS PERFORMANCE TABLE
| Year | PEO | Non-PEO NEOs | | 2024 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Drew Gordon | | 2023 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Kay L. Tidwell | | 2022 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Kay L. Tidwell | | 2021 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo and Steven Jaffe | | 2020 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Alexander Vouvalides and Joshua A. Hatfield |
PAY VERSUS PERFORMANCE TABLE
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
PAY VERSUS PERFORMANCE TABLE
| Adjustments to Determine Compensation “Actually Paid” for PEO | 2024 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2024 | (21,567,422) | | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Remain Unvested as of 2024 FY End, determined as of 2024 FY End | 5,038,166 | | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Vested during 2024, determined as of Vesting Date | 0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2024 FY End, determined based on change in ASC 718 Fair Value from 2023 FY End to 2024 FY End | (2,299,234) | | Increase/deduction for Awards Granted during Prior FY that Vested During 2024, determined based on change in ASC 718 Fair Value from 2023 FY End to Vesting Date | (1,960,740) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2024, determined as of 2023 FY End | (401,331) | | Total Adjustments | (21,190,571) |
PAY VERSUS PERFORMANCE TABLE
| Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average) | 2024 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2024 | (3,611,194) | | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Remain Unvested as of 2024 FY End, determined as of 2024 FY End | 855,427 | | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Vested during 2024Y, determined as of Vesting Date | 0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2024 FY End, determined based on change in ASC 718 Fair Value from 2023 FY End to 2024 FY End | (487,889) | | Increase/deduction for Awards Granted during Prior FY that Vested During 2024, determined based on change in ASC 718 Fair Value from 2023 End to Vesting Date | (384,832) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2024, determined as of 2023 FY End | (76,917) | | Total Adjustments | (3,705,405) |
PAY VERSUS PERFORMANCE TABLE
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
PAY VERSUS PERFORMANCE TABLE
For the fiscal year ending December 31, 2024, represents actual achievement for the 2022 PSU awards, assumes achievement of 2023 and 2024 awards based on actual performance of the Company and indices through December 31, 2024 as well as future performance of the Company and indices calculated through Monte Carlo simulation analyses by an independent third party. For the time-based LTIP units, fair value represents stock price at the end of each fiscal year multiplied by an illiquidity discount due to their post-vesting restrictions and a discount for book-up risk, where applicable. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. For market-based awards, the fair values were calculated by a Monte Carlo simulation model as of the applicable measurement dates, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate. (2) Based on a fixed investment of $100 on December 31, 2019 in the Company’s stock assuming reinvestment of dividends on the ex-dividend date. (3) Based on a fixed investment of $100 on December 31, 2019 in the Dow Jones U.S. Real Estate Office Index, assuming reinvestment of dividends. (4) FFO is a non-GAAP measure. Refer to Appendix A for a definition of FFO and a reconciliation of net income to FFO. Tabular List of Important Financial Measures The follow table reflects the financial measures that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2024:
PAY VERSUS PERFORMANCE TABLE
| Most Important Financial Measures for 2024 | | FFO | | Leasing Volume | | Stock Price | | Net Debt to Annual Gross Asset Value |
PAY VERSUS PERFORMANCE TABLE
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |
PAY VERSUS PERFORMANCE TABLE
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | |