DEF 14A of Howard Hughes Holdings Inc., Aug 15, 2025

DEF 14A of Howard Hughes Holdings Inc.

Filed Aug 15, 2025 · FY20240001104659-25-079294

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | | | | Committee Memberships | | | | | | Name | Age | Director Since | Tenure | Independent | Principal Occupation | Audit | Compensation | Nominating & Corporate Governance | Technology | Other Current Public Company Boards | | William A. Ackman | 59 | 2025* | 14 | | Chief Executive Officer and Portfolio Manager of Pershing Square Capital Management, L.P., Executive Chairman, HHH | | | | | None | | David Eun | 58 | 2023 | 2 | ✓ | Co-Founder, Alakai Group, LLC | | | | | None | | Ben Hakim | 49 | 2024 | 1 | | President of Pershing Square Capital Management, L.P. | | | | | None | | Ryan Israel | 40 | 2025 | 0 | | Chief Investment Officer of Pershing Square Capital Management, L.P., Chief Investment Officer, HHH | | | | | None | | Thom Lachman | 62 | ** | 0 | ✓ | Chief Executive Officer of Duracell | | | | | None | | David O’Reilly | 51 | 2020 | 4 | | Chief Executive Officer of Howard Hughes Holdings Inc. | | | | | • Kite Realty Group Trust | | Susan Panuccio | 53 | ** | 0 | ✓ | Former Chief Financial Officer of News Corp | | | | | None | | R. Scot Sellers | 68 | 2010 (PD) | 14 | ✓ | Former Chief Executive Officer of Archstone | | | | | • Maui Land & Pineapple Company, Inc. | | Mary Ann Tighe | 76 | 2011 | 13 | ✓ | Chief Executive Officer of CBRE’s New York Tri-State Region | | | | | None | | Jean-Baptiste Wautier | 55 | 2025 | 0 | ✓ | Chairman of GEDEBE and non-executive director at Studio Razavi + Partners | | | | | None | | Anthony Williams | 74 | 2021 | 4 | ✓ | Chief Executive Officer and Executive Director of the Federal City Council | | | | | None | | Meetings in 2025: 10 | | | | | | 5 | 5 | 4 | 4 | | | Average (Years) | 58 | | 4.7 | | | | | | | |

  3. DIRECTOR NOMINEES

    | | Chair | | Member | | Executive Chairman of the Board(PD) | Presiding Director | | Observer |

  4. DIRECTOR NOMINEES

    * Mr. Ackman previously served as Chairman of the Board from 2010 − 2024. Mr. Lachman and Ms. Panuccio are new director nominees and, if elected, they will fill the vacancies on the Board following the decision of Steven Shepsman and Beth Kaplan not to stand for re-election at the 2025 Annual Meeting.

  5. GOVERNANCE HIGHLIGHTS

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

  6. EXECUTIVE COMPENSATION HIGHLIGHTS

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

  7. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION

  8. ANNUAL COMPENSATION

    | | Total | | Board Service: | | | Annual Retainer ($145,000 Restricted Stock Award and $75,000 Cash) | $220,000 | | Annual Board Chair Retainer | $150,000 | | Annual Presiding Director Retainer | $50,000 | | Committee Service: | | | Annual Audit Committee Chair Retainer | $30,000 | | Annual Audit Committee Member Retainer | $15,000 | | Annual Compensation Committee Chair Retainer | $20,000(1) | | Annual Compensation Committee Member Retainer | $10,000(2) | | Annual N&CG Committee Chair Retainer | $15,000(3) | | Annual N&CG Committee Member Retainer | $10,000(2) | | Annual Risk Committee Chair Retainer | $15,000(3)(4) | | Annual Risk Committee Member Retainer | $10,000(2)(4) | | Annual Technology Committee Chair Retainer | $15,000(3) | | Annual Technology Committee Member Retainer | $10,000(2) | | Spinoff Special Committee Chair Retainer | $80,000 | | Spinoff Special Committee Member Retainer | $40,000 |

  9. ANNUAL COMPENSATION

    (1) The annual retainer for service as chair of the Compensation Committee increased from $15,000 to $20,000 beginning in the third quarter of fiscal 2024. (2) The annual retainer for membership of each of the Compensation, N&CG, Risk, and Technology Committees increased from $5,000 to $10,000 beginning in the third quarter of fiscal 2024. (3) The annual retainer for service as chair of each of the N&CG, Risk, and Technology Committees increased from $12,500 to $15,000 beginning in the third quarter of fiscal 2024. (4) The Risk Committee was dissolved in June 2025. Under the Company’s director compensation program, the annual retainer for Board service is payable $145,000 in restricted stock and $75,000 in cash. A director may elect to receive up to all his or her cash retainer in restricted stock. The restricted stock vests on the earlier of the next annual meeting of stockholders or June 1 in the following calendar year. The Board Chair retainer is $150,000, of which $100,000 is paid in the form of restricted stock, with the remaining $50,000 payable in cash or restricted stock at the Chair’s option. The $50,000 Presiding Director retainer (if applicable) is paid in cash. The $80,000 Spinoff Special Committee Chair retainer and $40,000 Spinoff Special Committee member retainer were each paid in cash to the directors that served on the independent special committee in connection with the spinoff of Seaport Entertainment (the “Spinoff”) and related agreements with Pershing Square. Mr. Sellers served as chair of the spinoff special committee, and Ms. Kaplan, Mr. Shepsman, and Mr. Williams served as members of such committee. The Company also reimburses directors for all expenses incurred in attending Board and Board committee meetings, and up to $10,000 per year in education and training expenses. A director who is, or becomes, an employee of the Company does not receive additional compensation for serving as a director.

  10. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The table below sets forth the compensation earned by each of the Company’s non-employee directors during 2024.

  11. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Restricted Stock Awards ($)(3) | Total ($) | | William Ackman(4) | – | – | – | | Adam Flatto(5) | 95,000 | 145,000 | 240,000 | | David Eun | 96,250 | 145,000 | 241,250 | | Ben Hakim(6) | – | – | – | | Ryan Israel(7) | – | – | – | | Dana Hamilton(8) | 82,500 | 145,000 | 227,500 | | Beth Kaplan | 151,250 | 145,000 | 296,250 | | Allen Model(9) | 103,750 | 145,000 | 248,750 | | R. Scot Sellers(10)(11)(12) | 270,000 | 145,000 | 415,000 | | Steven Shepsman | 160,000 | 145,000 | 305,000 | | Mary Ann Tighe | 90,000 | 145,000 | 235,000 | | Anthony Williams | 145,000 | 145,000 | 290,000 | | Jean-Baptiste Wautier(13) | – | – | – |

  12. DIRECTOR COMPENSATION TABLE

    (1) David O’Reilly, a director and Chief Executive Officer of the Company, is not included in this table because he is an employee of the Company and received no additional compensation for his service as a director. The compensation earned by Mr. O’Reilly as an employee of the Company during 2024 is shown below under “Executive Compensation – Summary Compensation Table.” (2) Ms. Hamilton, Ms. Tighe and Mr. Sellers elected to receive $75,000 of their annual cash retainer in the form of a restricted stock award. Mr. Model elected to receive $45,000 of his annual cash retainer in the form of a restricted stock award. (3) Represents the aggregate grant date fair value of restricted stock granted to the Company’s non-employee directors (exclusive of amounts described in footnote 2 above). The dollar amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), Compensation – Stock Compensation, and exclude the effect of estimated forfeitures. As of December 31, 2024, the number of shares of restricted stock held by each of the non-management directors was as follows: Mr. Eun (2,431), Mr. Flatto (2,431), Ms. Hamilton (3,713), Ms. Kaplan (2,431), Mr. Model (3,184), Mr. Sellers (6,202), Mr. Shepsman (2,431), Ms. Tighe (3,688) and Mr. Williams (2,431). As noted above, the numbers in this column do not include annual cash retainers that certain directors elected to take in restricted stock. (4) Mr. Ackman has waived all compensation relating to his service as a director of the Company and was not awarded any equity compensation. (5) Mr. Flatto received fees for serving as a member of Compensation Committee for the first and second quarter of 2024 and as Chair of the Compensation Committee for the third and fourth quarter of 2024. Mr. Flatto left the Board in May 2025. (6) Mr. Hakim has waived all compensation relating to his service as a director of the Company and has not been awarded any equity compensation. (7) Mr. Israel joined the Board in May 2025. Mr. Israel has waived all compensation relating to his service as a director of the Company and has not been awarded any equity compensation. (8) Ms. Hamilton joined the Board on June 17, 2024. Ms. Hamilton received fees for serving on the Board and Risk Committee in the third and fourth quarters of 2024 and the Technology Committee in the fourth quarter of 2024. Ms. Hamilton left the Board in May 2025. (9) Mr. Model left the Board in May 2025. (10) Mr. Sellers received fees for his service as Presiding Director in the first and second quarters of 2024 and for his service as Board Chair in the third and fourth quarter of 2024. (11) Mr. Sellers received fees for his service as Chair of the Compensation Committee for the first and second quarters of 2024 and as a member of the Compensation Committee for the third and fourth quarters of 2024. (12) Mr. Sellers served on the Risk Committee until May 2024, and received fees for serving on such committee for the first and second quarters of 2024. Mr. Wautier joined the Board in May 2025.

  13. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS

  14. DIRECTORS AND EXECUTIVE OFFICERS

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | | William Ackman(1) | 27,852,064 | 46.9% | | David Eun(2) | 6,430 | * | | Ben Hakim(3) | 29 | * | | Ryan Israel(4) | 970 | * | | Beth Kaplan(2) | 16,689 | * | | Jean-Baptiste Wautier(2) | 0 | * | | R. Scot Sellers(2) | 62,517 | * | | Steven Shepsman(2)(5) | 29,473 | * | | Mary Ann Tighe(2)(6) | 53,576 | * | | Anthony Williams(2) | 9,202 | * | | Thom Lachman | – | – | | Susan Panuccio | – | – | | David O’Reilly(7) | 145,196 | * | | L. Jay Cross(8) | 84,895 | * | | Carlos Olea(9) | 46,249 | * | | Joseph Valane(10) | 17,189 | * | | Doug Johnstone(11) | 19,366 | * | | All directors and executive officers as a group (21 persons) | 28,492,905 | 48.0% |

  15. DIRECTORS AND EXECUTIVE OFFICERS

    * Less than 1%. Mr. Ackman, who is a director of the Company, may be deemed to be the beneficial owner of the 27,852,064 shares by virtue of his position as Chief Executive Officer of Pershing Square, the investment advisor to the Pershing Square Funds (as defined below) and as managing member of PS Management GP, LLC, a Delaware limited liability company (“PS Management”), the general partner of Pershing Square. Pershing Square’s principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd, a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, the “Pershing Square Funds”). Mr. Ackman disclaims beneficial ownership of these except to the extent of his pecuniary interest therein. (2) Includes shares of restricted stock for which the following directors have sole voting power, but no dispositive power: Mr. Eun (2,094), Ms. Kaplan (2,094), Mr. Sellers (3,898), Mr. Shepsman (2,094), Ms. Tighe (3,176), Mr. Williams (2,094), and Mr. Wautier (2,094). These shares of restricted stock are expected to vest on the earlier of the 2026 annual meeting of stockholders or June 1, 2026. (3) Mr. Hakim is a Partner at Pershing Square, the investment advisor to the Pershing Square Funds (as defined below) and as managing member of PS Management GP, LLC, a Delaware limited liability company (“PS Management”), the general partner of Pershing Square. Pershing Square’s principal business is to serve as investment advisor to the Pershing Square Funds. Mr. Hakim disclaims beneficial ownership of the 27,852,064 shares held by Pershing Square Funds. (4) Mr. Israel is Chief Investment Officer at Pershing Square, the investment advisor to the Pershing Square Funds and as managing member of PS Management, the general partner of Pershing Square. Pershing Square’s principal business is to serve as investment advisor to the Pershing Square Funds. Mr. Israel disclaims beneficial ownership of the 27,852,064 shares held by Pershing Square Funds. (5) Includes 9,005 shares held by Sam De Realty II, L.P. (“Sam De Realty”), a limited partnership for which Mr. Shepsman is the general partner. By virtue of his position as general partner of Sam De Realty, Mr. Shepsman may be deemed to be the beneficial owner of such shares. (6) Includes 19,495 shares that were purchased by Ms. Tighe’s husband. By virtue of this relationship, Ms. Tighe may be deemed to be the beneficial owner of such shares. (7) Includes: (a) 2,619 shares of time-based restricted stock granted to Mr. O’Reilly in November 2020 for which he has sole voting power, but no dispositive power; (b) 1,792 shares of time-based restricted stock granted to Mr. O’Reilly in February 2021 for which he has sole voting power, but no dispositive power; (c) 4,826 shares of time-based restricted stock granted to Mr. O’Reilly in February 2023 for which he has sole voting power, but no dispositive power; (d) 16,942 shares of performance-based restricted stock granted to Mr. O’Reilly in March 2023 for which he has sole voting power, but no dispositive power; (e) 19,010 shares of time-based restricted stock and 19,010 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2024 for which he has sole voting power, but no dispositive power; and (f) 29,640 shares of time-based restricted stock and 29,640 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2025 for which he has sole voting power, but no dispositive power. (8) As of the date of Mr. Cross’s separation from the Company. Includes: (a) 13,553 shares of performance-based restricted stock granted to Mr. Cross in March 2023 for which he has sole voting power, but no dispositive power; (b) 13,223 shares of performance-based restricted stock granted to Mr. Cross in February 2024 for which he has sole voting power, but no dispositive power; and (c) 15,150 shares of performance-based restricted stock granted to Mr. Cross in February 2025 for which he has sole voting power, but no dispositive power. (9) Includes: (a) 179 shares of time-based restricted stock granted to Mr. Olea in February 2021 for which he has sole voting power, but no dispositive power; (b) 2,038 shares of time-based restricted stock granted to Mr. Olea in February 2023 for which he has sole voting power, but no dispositive power; (c) 7,153 shares of performance-based restricted stock granted to Mr. Olea in March 2023 for which he has sole voting power, but no dispositive power; (d) 6,979 shares of time-based restricted stock and 6,979 shares of performance-based restricted stock granted to Mr. Olea in February 2024 for which he has sole voting power, but no dispositive power; and (e) 8,892 shares of time-based restricted stock and 8,892 shares of performance-based restricted stock granted to Mr. Olea in February 2025 for which he has sole voting power, but no dispositive power. (10) Includes: (a) 7,945 shares of time-based restricted stock granted to Mr. Valane in March 2024 for which he has sole voting power, but no dispositive power; and (b) 4,940 shares of time-based restricted stock and 4,940 shares of performance-based restricted stock granted to Mr. Valane in February 2025 for which he has sole voting power, but no dispositive power. Includes: (a) 179 shares of time-based restricted stock granted to Mr. Johnstone in February 2021 for which he has sole voting power, but no dispositive power; (b) 660 shares of time-based restricted stock granted to Mr. Johnstone in February 2023 for which he has sole voting power, but no dispositive power; (c) 2,314 shares of performance-based restricted stock granted to Mr. Johnstone in March 2023 for which he has sole voting power, but no dispositive power; (d) 3,268 shares of time-based restricted stock and 3,268 shares of performance-based restricted stock granted to Mr. Johnstone in January 2024 for which he has sole voting power, but no dispositive power; and (e) 3,952 shares of time-based restricted stock and 3,952 shares of performance-based restricted stock granted to Mr. Johnstone in February 2025 for which he has sole voting power, but no dispositive power.

  16. Services Agreement

    Services Agreement Pursuant to the terms of the Services Agreement, dated May 5, 2025, between the Company and Pershing Square, Pershing Square will support the Company’s new diversified holding company strategy by providing services to the Company, such as (i) investment advisory services, (ii) making recommendations with respect to hedging, balance sheet optimization and capital allocation, (iii) executing transactions, (iv) assisting the Company with business and corporate development functions, (v) making voting recommendations for the Company’s investments, (vi) assisting with and advising on fundraising, (vii) monitoring operations of the Company and its investments, subject to the day-to-day authority and responsibility of management of the Company, (viii) providing recommendations for persons to serve as designees or deputies of the Chief Investment Officer, (ix) engaging and supervising third-party service providers, (x) making dividend payment recommendations, and (xi) providing other services as may be agreed upon. The Company will pay Pershing Square a quarterly base fee of $3,750,000 and a quarterly variable fee equal to 0.375% of the excess value of the quarter-end stock price of the Company’s common stock minus the reference price of $66.1453, multiplied by existing share count of 59,393,938 million shares, which share count will not increase with the issuance of new shares of common stock. The base fee and the reference share price are subject to annual adjustment based on the Core PCE Price Index. The base fee and the variable fee will each be paid to Pershing Square quarterly. The Services Agreement has an initial ten (10) year term and will have successive renewal terms of ten (10) years unless either party terminates or elects not to renew the Services Agreement in accordance with the terms of the Services Agreement. With the approval of 2/3 of the disinterested directors, the Company can terminate the Services Agreement with 120 days’ prior written notice (or 30 days’ prior written notice for specific causes) for the following: (i) material default by Pershing Square that causes material harm and is not cured within a 60-day cure period; (ii) fraud, misrepresentation or embezzlement by Pershing Square; (iii) Pershing Square acts in a manner constituting bad faith, willful misconduct or gross negligence or engages in criminal conduct in the performance of its duties; (iv) Pershing Square faces bankruptcy or insolvency; (v) upon a change of control and payment of a make-whole fee (described below); and (vi) with unanimous approval of the disinterested directors, if PS Holdco and its affiliates no longer beneficially own all of the Purchased Shares during the first 10 years of the Closing Date (or 75% of the Purchased Shares thereafter). The Company may also elect to not renew the Services Agreement if the non-renewal is approved by a unanimous vote of the disinterested directors and subsequently approved by a seventy percent (70%) vote of the outstanding shares of Common Stock, excluding any shares held by Pershing Square or its affiliates. In the event that the Services Agreement is terminated pursuant to a change of control of the Company, the Company will pay Pershing Square a make-whole fee intended to approximate the present value of the total fees (base and variable) that Pershing Square would have received had it continued to provide services for the remainder of the then-current term.

  17. Standstill Agreement

    Standstill Agreement The Company entered into a Standstill Agreement, dated May 5, 2025, by and between the Company and PS Holdco (the “Standstill Agreement”), pursuant to which PS Holdco and the Company agreed to certain matters, including, board and committee size and composition, ownership limits, voting caps, transfer restrictions and related party transactions. Governance Matters: Pursuant to the Standstill Agreement, so long as PS Holdco and its affiliates collectively beneficially own more than 10% of the outstanding shares of Common Stock on a fully diluted basis, none of PS Holdco or its affiliates will take any action that is inconsistent with its support for certain specified corporate governance principles, including: a majority of the Board shall be “independent” under applicable stock exchange standards; the Board shall have a nominating committee, a majority of which shall be independent and not affiliated with or nominated by PS Holdco or any of its affiliates; • the size of the Board will be fixed at 11 members and cannot be changed without approval of 75% of the Board; and • any change of control transaction involving stockholders holding more than 10% of the outstanding shares of Common Stock requires approval of (i) a majority of the disinterested directors, and (ii) a majority of the voting power of the unaffiliated stockholders. Ownership Cap: PS Holdco, Pershing Square and their respective affiliates agree not to acquire beneficial or economic ownership of more than 47% of the outstanding shares of Common Stock. Voting Cap: For all matters being voted on at a stockholder meeting or in a consent solicitation that the Board recommends that stockholders approve, the voting power of the shares held by PS Holdco, Pershing Square and their respective affiliates will be limited to 40% of the total voting power of the outstanding shares of Common Stock (the “voting cap”), with the excess of any shares held by PS Holdco, Pershing Square and their respective affiliates over the voting cap (the “excess shares”) to be voted by PS Holdco in proportion to the votes cast by stockholders unaffiliated with PS Holdco. This voting cap will be uniformly applied across all matters, except with respect to voting to elect the PS Board Designees, for which no voting cap applies. For all matters being voted on at a stockholder meeting or in a consent solicitation that the Board has recommended that stockholders not approve, PS Holdco, Pershing Square and their respective affiliates may vote all of their shares “against” such matter, or it may vote their shares up to the voting cap “for” such matter, with the excess shares to be voted by PS Holdco, Pershing Square and their respective affiliates in proportion to the votes cast by stockholders unaffiliated with PS Holdco, Pershing Square and their respective affiliates, or any transferee thereof. Transfer Restrictions: Without the approval of a majority of the disinterested directors, PS Holdco, Pershing Square and their respective affiliates may not sell or otherwise transfer any shares of Common Stock that they hold if, immediately after giving effect to such sale or transfer, the person that acquires such Common Stock (other than an underwriter) would, together with its affiliates, beneficially own more than 10% of the then-outstanding shares of Common Stock. Related Party Transactions: Without the approval of a majority of the disinterested directors, PS Holdco, Pershing Square and their respective affiliates may not engage in (i) any transaction or series of related transactions, directly or indirectly, between the Company or any subsidiary of the Company, on the one hand, and any of PS Holdco, Pershing Square or their respective affiliates, on the other hand, or (ii) with respect to the purchase or sale of Common Stock by any of PS Holdco, Pershing Square or their respective affiliates, any waiver of any limitation or restriction with respect to such purchase or sale in the Transaction Documents (defined below), except for (i) transactions expressly contemplated in the Transaction Documents, (ii) customary compensation arrangements for Board designees and (iii) transactions in the ordinary course of the Company’s business that does not involve payments by the Company in excess of $10,000,000. Termination: The Standstill Agreement can be terminated (i) by mutual agreement between the Company and PS Holdco but only if 2/3 of the disinterested directors have approved such termination; (ii) without any further action by the parties, if PS Holdco’s beneficially owns less than 10% of the outstanding shares of Common Stock on a fully diluted basis; (iii) without any further action by the parties, following a change of control of the Company not involving PS Holdco, Pershing Square or any of their respective affiliates; (iv) without any further action by the parties, upon a sale of substantially all of the Company’s assets or the acquisition by any person or group of voting securities of the Company entitling such person or group to exercise 90% or more of the total voting power of the outstanding stock entitled to vote generally on the election of directors; and (v) upon notice by PS Holdco to the Company in the event the Services Agreement is expired or otherwise terminated.

  18. Background

    Background Bill Ackman has served as Executive Chairman of the Board since May 2025, and previously served as Chairman of the Board from November 2010 to May 2024. Mr. Ackman has served as the Chief Executive Officer of Pershing Square Capital Management, L.P. since its inception in 2003, and as Chairman of the board of directors of Pershing Square Holdco GP, LLC since June 2024. Mr. Ackman also serves as Chairman and Chief Executive Officer of Pershing Square SPARC Holdings, Ltd. He is co-trustee of The Pershing Square Foundation, part of Pershing Square Philanthropies, which he founded in 2006 to bet on innovative leaders solving humanity’s big societal, environmental, and health challenges. Mr. Ackman previously served as Chief Executive Officer and Chairman of Pershing Square Tontine Holdings, Ltd and as a member of the board of directors of Universal Music Group N.V. Prior to founding Pershing Square, Mr. Ackman co-founded and co-managed Gotham Partners Management Co., LLC (“Gotham Partners”), an investment adviser that managed public and private equity hedge fund portfolios, until 2003. Prior to forming Gotham Partners, Mr. Ackman was a principal with Ackman Brothers & Singer, Inc., now known as the Ackman Ziff Real Estate Group, where he arranged and structured equity and debt financing for real estate investors and developers. Mr. Ackman received a Master in Business Administration from the Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College. Mr. Ackman’s management experience, his service on boards of directors of public companies, and his investment experience in public and private companies and real estate provide him valuable insights and perspectives that can assist the Company and the Board.

  19. Background

    | | DAVID EUN Age 58 Independent director since May 2023 Committees • Audit • Technology (Chair) |

  20. Background

    Background David Eun has served as a director since May 2023. Mr. Eun is the Co-Founder of Alakai Group, a thesis-driven acquirer using permanent capital to support and grow companies into market leaders. Prior to Alakai, Mr. Eun served as Executive Vice Chairman of Archegos Capital Management LP, from March 2021 to April 2021. Mr. Eun previously worked at Samsung Electronics from January 2012 to December 2020. At Samsung, Mr. Eun served as Chief Innovation Officer for Samsung Electronics, a role in which he identified new industry and consumer trends, developed long-term strategies for driving future growth opportunities, and negotiated alliances with top technology partners. Mr. also served as President of Samsung NEXT, an innovation group he founded providing venture capital, partnership formation, product development, M&A advisory and operational support to startups globally. Prior to joining Samsung, Mr. Eun served as President of AOL Media, and Global Head of Content Partnerships and Business Development at Google and YouTube, following executive roles in media and venture capital. Mr. Eun is a graduate of Harvard College and Harvard Law School.

  21. Qualifications

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

  22. Qualifications

    | | BEN HAKIM Age 49 Director since May 2024 Committees • Nominating and Corporate Governance (observer) |

  23. Background

    Background Ben Hakim has served as a director since May 2024. Mr. Hakim joined the Pershing Square Capital Management, L.P. (“Pershing Square”) investment team in 2012 and has served as the President of Pershing Square since May 2024. He has also served as a member of the board of directors of Pershing Square Holdco GP, LLC since February 2025. Mr. Hakim is also the President of Pershing Square SPARC Holdings, Ltd. He was previously a Senior Managing Director at The Blackstone Group, where he worked for 13 years. Mr. Hakim received his Bachelor of Science from Cornell University in 1997.

  24. Qualifications

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

  25. Qualifications

    | | Ryan Israel Age 40 Director since May 2025 Committees • Compensation (observer) |

  26. Background

    Background Ryan Israel has served as a member of our Board and as Chief Investment Officer since May 2025. Mr. Israel joined the Pershing Square investment team in 2009 and has served as the Chief Investment Officer of Pershing Square since August 2022. He has also served as a member of the board of directors of Pershing Square Holdco GP, LLC since June 2024. Mr. Israel served as a director of Element Solutions Inc. from October 2013 through January 2019. Mr. Israel was previously an analyst at Goldman Sachs in the Technology, Media and Telecom group. Mr. Israel received his Bachelor of Science from the Wharton School at the University of Pennsylvania, where he graduated summa cum laude and beta gamma sigma in 2007. Mr. Israel’s investment, capital markets and management experience provide him with valuable insights and perspectives that can assist the Company and the Board.

  27. Background

    | | THOM LACHMAN Age 62 New independent director nominee Committees • None |

  28. Background

    Background Thom Lachman is a new nominee for election to the Board. Mr. Lachman is the Chairman and CEO of Duracell, a Berkshire Hathaway company. Duracell is the leading global disposable battery brand in the world with a presence in over 90 countries. Mr. Lachman joined Duracell in 2016 as the North America President and leader of the transition team after Duracell was purchased from Procter and Gamble. He was promoted to Chairman and CEO in 2018. Prior to joining Berkshire Hathaway, Mr. Lachman worked for Procter and Gamble for 33 years. He had varied assignments that provided deep experience in general management, brand management, marketing, sales, acquisition integration and plant operations. His last assignment was President of P&G Canada. During his career at Procter and Gamble, he worked on some of the most well known and valuable global packaged good brands including Gillette, Tide, Old Spice, Pampers and Cover Girl.

  29. Qualifications

    Qualifications We believe Mr. Lachman’s extensive experience in executive leadership, operations, and marketing, particularly as the CEO of a global company, would be a valuable asset to the Board and HHH.

  30. Qualifications

    | | DAVID O’REILLY Age 51 Director since December 2020 Committees • None |

  31. Background

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

  32. Qualifications

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

  33. Other current public company boards

    Other current public company boards • Kite Realty Group Trust

  34. Other current public company boards

    | | SUSAN PANUCCIO Age 53 New independent director nominee Committees • None |

  35. Other current public company boards

    Susan Panuccio is a new nominee for election to the Board. Ms. Panuccio started her professional career with KPMG, and held finance roles at Ansett Australia and AngloGold Ashanti prior to joining News Corporation in 2002. At News Corporation, Ms. Panuccio held a variety of strategic, operational and finance roles in the UK and Australia. She became CFO of News UK in 2008 and CFO of News Corp Australia in 2013, serving on the Board of Foxtel and the ASX listed REA. In 2017 she became CFO of News Corp, a diversified News and Information services company in New York. During her tenure as CFO she oversaw financial strategy during a transformative period marked by the company’s transition towards a digital and subscription led business, which delivered margin expansion, strong share price growth and shareholder returns.

  36. Qualifications

    Qualifications We believe that Ms. Panuccio’s extensive background in corporate finance and her long-standing experience as a Chief Financial Officer for a large, global media company make her exceptionally qualified to serve on the HHH Board.

  37. Qualifications

    | | R. SCOT SELLERS Age 68 Presiding Director since May 2025 Independent director since November 2010 Committees • Compensation (Chair) |

  38. Background

    Background R. Scot Sellers has served as Presiding Director of our Board since May 2025 and as a director since November 2010. Previously, Mr. Sellers served as Chairman of our Board from May 2024 to May 2025. Mr. Sellers brings to the Board the expertise of a 45-year career in the real estate industry. From January 1997 until February 2013, Mr. Sellers served as the Chief Executive Officer of Archstone, one of the world’s largest apartment companies. He also served as Archstone’s Chief Investment Officer from 1995 until January 1997. Under his leadership, Archstone moved from being a mid-sized owner of apartments in secondary and tertiary cities to the largest publicly traded owner of urban high-rise apartments in the nation’s premier cities with a market capitalization of more than $22 billion. During his career, Mr. Sellers has been responsible for the development, acquisition, and operation of over $40 billion of apartment communities in over 50 different cities across the United States. In addition, Mr. Sellers served as the chairman of the National Association of Real Estate Investment Trusts from November 2005 until November 2006 and on the International Board of Directors of Habitat for Humanity from June 2013 through November 2020. He currently serves on the board of two privately held companies: The Irvine Company and Milhaus LLC. Mr. Sellers has also served as Chairman of the Board of the Maui Land and Pineapple Company, Inc., a master planned community developer, since May 2023.

  39. Qualifications

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

  40. Other current public company boards

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

  41. Other current public company boards

    | | MARY ANN TIGHE Age 76 Independent director since October 2011 Committees • Compensation • Nominating and Corporate Governance |

  42. Background

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

  43. Background

    | | JEAN-BAPTISTE WAUTIER Age 55 Independent director since May 2025 Committees • Audit • Technology |

  44. Background

    Background Jean-Baptiste Wautier has served as a director since May 2025. Mr. Wautier is an investor and philanthropist, resident of London, and co-founder of the Wautier Family Office, which was established in 2024. He is currently Chairman of luxury fashion house, GEDEBE, and a non-executive director at the architectural practice, Studio Razavi + Partners, as well as Chair of the Investment Committee at Sci Ventures and Chairman of Aspire. He became a director of Pershing Square Holdings, Ltd. in May 2025. Mr. Wautier is also a Senior Lecturer at Sciences Po University in Paris and an Executive Fellow at Adam Smith's Panmure House. Mr. Wautier began his career at Arthur Andersen before moving to Morgan Stanley. He then joined private equity firm, IK Partners, in 2000, before moving to BC Partners in 2004, where Mr. Wautier served as Chairman of the Investment Committee and Chief Investment Officer in the United Kingdom between 2013 and 2023. He also served as a member of the Management Committee in the United Kingdom between 2018 and 2023, before leaving BC Partners in 2024. Mr. Wautier holds a Master’s (Political Science and Government) and a Master of Science (Industrial Organisation) from Sciences Po and Université Sorbonne Paris Nord, respectively.

  45. Qualifications

    Qualifications Mr. Wautier’s investment and architectural experience provide him with knowledge and expertise that will benefit the Board.

  46. Qualifications

    | | ANTHONY WILLIAMS Age 74 Independent director since February 2021 Committees • Compensation • Nominating and Corporate Governance (Chair) |

  47. Qualifications

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

  48. Qualifications

    | Proposal No. 3 – Approval of the Company’s 2025 Equity Incentive Plan |

  49. Qualifications

    The Board is asking stockholders to approve the material terms of The Howard Hughes Corporation 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”). The purpose of the 2025 Equity Incentive Plan is to provide a means for the Company to attract, retain, and motivate officers, employees, non-employee directors, and consultants providing services to the Company or any of its subsidiaries or affiliates and to promote the success of the Company’s business by providing the participants in the 2025 Equity Incentive Plan with appropriate incentives. The Company’s current equity incentive plan, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), will expire by its terms on May 13, 2030. As of May 30, 2025, there were 309,769 shares of the Company’s common stock available for issuance under the 2020 Plan, none of which may be subject to new awards under the 2020 Plan following its termination. The 2025 Equity Incentive Plan is intended to replace the 2020 Plan and, therefore, if our stockholders approve the 2025 Equity Incentive Plan at the Annual Meeting, the Company will not make any further grants under the 2020 Plan following the date of the Annual Meeting. The 2025 Equity Incentive Plan includes features that are consistent with our “pay for performance” philosophy and the alignment of our compensation program with stockholder interests, including: ■ No automatic reload or “evergreen” provision; ■ No “repricing” of stock options or stock appreciation rights without stockholder approval; ■ No stock options or stock appreciation rights granted with an exercise or strike price below fair market value; ■ No liberal “change of control” definition; ■ No pledging of equity-based awards; ■ No dividends or dividend equivalents vest or become payable until the underlying award vests or becomes payable; ■ A limit on the aggregate cash compensation and grant date value of awards granted to our non-employee directors; ■ Minimum one-year vesting criteria applicable to most awards; and ■ Forfeiture and clawback of equity compensation in certain circumstances. The 2025 Equity Incentive Plan provides for authorization of 2,000,000 shares of the Company’s common stock for new awards. Any awards granted under the 2020 Plan between May 30, 2025 and the date of the Annual Meeting shall reduce the 2,000,000 share reserve under the 2025 Equity Incentive Plan by an equal number of shares. The Board believes that a reserve of 2,000,000 shares of the Company’s common stock available for issuance under the 2025 Equity Incentive Plan would provide sufficient shares for the Company’s equity-based compensation needs for approximately five years following stockholder approval. This estimate is based on our average “burn rate” over the past three years, and the potential dilutive impact of the 2025 Equity Incentive Plan, as each is more fully described below. The reserve may be sufficient for a longer or shorter period of time, depending on our future equity grant needs, which are related to factors such as our employee population, future award forfeitures and cancellations, the Company’s acquisition activity, the Company’s stock price, and our retentive needs in a competitive compensation environment. As described in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, equity compensation is an integral feature of our total compensation program and provides employees with long-term exposure to our performance and aligns the interests of our employees with those of our stockholders. If our stockholders do not approve the 2025 Equity Incentive Plan, our future ability to issue appropriate equity compensation to hire and retain talent will be significantly limited, which could have an adverse impact on our ability to retain our workforce and, ultimately, on our business. Additionally, replacing equity compensation with cash-settled awards could increase compensation expense and contribute to greater volatility in our reported earnings. Under current accounting rules, the Company would be required to mark-to-market any cash-settled awards that are indexed to the value of the Company’s common stock. This would cause fluctuations in our results and, if the Company’s stock price appreciates, an increase in employee compensation expense. We are asking stockholders to approve the material terms of the 2025 Equity Incentive Plan. A summary of the material terms of the 2025 Equity Incentive Plan is set forth below. The complete text of the 2025 Equity Incentive Plan is provided in Appendix A to this Proxy Statement, and our summary of the 2025 Equity Incentive Plan is qualified in its entirety by reference to the full text and provisions of the 2025 Equity Incentive Plan in Appendix A.

  50. OVERHANG

    | Potential Overhang with 2,000,000 Requested New Shares | | | Stock Options Outstanding as of May 30, 2025 | 74,164 | | Weighted Average Exercise Price of Stock Options Outstanding as of May 30, 2025 | $84.11 | | Weighted Average Remaining Term of Stock Options Outstanding as of May 30, 2025 | 4.38 years | | Outstanding Full Value Awards as of May 30, 2025(1) | 865,861 | | Total Equity Awards Outstanding as of May 30, 2025(2) | 940,025 | | Shares Requested for the 2025 Equity Incentive Plan(3) | 2,000,000 | | Total Shares Available for Grant under the 2020 Plan as of May 30, 2025(3) | 309,769 | | Total Potential Overhang under the 2025 Equity Incentive Plan(4) | 2,940,025 | | Shares of Common Stock Outstanding as of May 30, 2025 | 59,390,733 | | Fully Diluted Shares(5) | 62,330,758 | | Potential Dilution of 2,000,000 Shares as a Percentage of Fully Diluted Shares | 3.2% |

  51. SUMMARY OF THE 2025 EQUITY INCENTIVE PLAN

    SUMMARY OF THE 2025 EQUITY INCENTIVE PLAN

  52. Minimum Vesting Requirement

    Minimum Vesting Requirement Awards granted under the 2025 Equity Incentive Plan shall vest no earlier than the first anniversary of the date the award is granted (excluding, for this purpose, any awards to non-employee directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders (but not less than 50 weeks)); provided that the Compensation Committee may grant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent of the Absolute Share Limit (as may be adjusted under the 2025 Equity Incentive Plan).

  53. Types of Awards

    Types of Awards The 2025 Equity Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The Compensation Committee may condition the grant of any award under the 2025 Equity Incentive Plan, or the vesting or exercisability of any such award, on one or more conditions as the Compensation Committee determines (including, without limitation, a requirement that a participant provide continuous services to the Company and its affiliates for a specified period of time and/or that certain subjective or objective performance goals are satisfied). The principal terms and features of the various forms of awards are set forth below: Stock Options. Stock options entitle the participant to purchase shares of our common stock at a price not less than the fair market value per share on the grant date. Stock options may be incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options. The Compensation Committee may establish procedures through which the exercise price is payable in cash or by cash equivalent, by a cashless broker-assisted exercise, by the transfer to the Company of shares of our common stock owned by the participant, by the Company withholding shares of our common stock otherwise deliverable to the participant upon the exercise of the stock option, by a combination of the foregoing payment methods, or by any other method that the Compensation Committee may approve. No stock option will be exercisable more than 10 years after the grant date. No dividends or dividend equivalents will accrue or be credited with respect to stock options. Stock Appreciation Rights. A stock appreciation right is a right to receive from the Company an amount equal to the fair market value of the underlying share on the date of exercise less the grant price (or strike price) of the stock appreciation right. The amount payable by the Company upon the exercise of a stock appreciation right may be paid in cash, shares of our common stock, other property or any combination thereof. Stock appreciation rights can be tandem (i.e., granted with stock options to provide an alternative to the exercise of the option rights) or freestanding. Tandem appreciation rights may only be exercised at a time when the related option right is exercisable and require that the related stock option be surrendered for cancellation. No stock appreciation right will be exercisable more than 10 years after the grant date. No dividends or dividend equivalents will accrue or be credited with respect to stock appreciation rights. Restricted Stock. A grant of restricted stock constitutes an immediate transfer to the participant of the ownership of shares of our common stock. Restricted stock generally entitles the holder to voting and dividend rights. However, these rights are generally subject to satisfaction of the same vesting conditions as the underlying restricted stock. While restricted stock remains unvested, the transferability of the restricted stock may be prohibited or restricted in the manner and to the extent prescribed by the Compensation Committee on the grant date. Restricted Stock Units. A grant of restricted stock units constitutes an unfunded and unsecured promise to deliver shares of our common stock, cash, other securities, or other property, subject to any vesting restrictions established by the Compensation Committee at the time of grant. Unless otherwise determined by the Compensation Committee in an award agreement, restricted stock units do not entitle the holder to any rights or privileges as a stockholder (e.g., voting or dividend rights with respect to the underlying shares of common stock). Other Stock-Based Awards. The Compensation Committee may grant to any participant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of our common stock. These awards may include, without limitation, deferred stock units and other phantom awards.

  54. Change of Control

    Change of Control Upon the occurrence of a “change of control” (as defined in the 2025 Equity Incentive Plan), unless otherwise stated in an award agreement or an applicable employment agreement the Compensation Committee shall make one or more of the following adjustments to the terms and conditions of outstanding awards: (i) continuation or assumption of such outstanding awards by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; or (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same value (as determined by the Compensation Committee in its sole discretion, and which may be based on the intrinsic (or “spread”) value in the case of options and stock appreciation rights) and vesting terms for such outstanding awards. However, any options and stock appreciation rights with an exercise price, grant price, or strike price as applicable that is equal to or greater than the per-share value to be paid in the transaction to the holders of the Company’s common shares (or, if no such consideration is paid, the fair market value of a share at the time of such transaction) shall be canceled for no consideration. In addition, except as otherwise provided in an applicable employment agreement or award agreement, any unvested portion of such continued, assumed, or substituted awards shall vest in full upon a participant’s termination without “cause” (as defined in the 2025 Equity Incentive Plan) that occurs within 12 months following the consummation of the “change of control” transaction, with any applicable performance metrics deemed achieved at a level established by the Compensation Committee in its sole discretion prior to such consummation.

  55. Detrimental Activity

    Detrimental Activity If a participant has engaged in any “detrimental activity,” as defined in the 2025 Equity Incentive Plan, as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of such participant’s outstanding awards (including both time-based and performance-based equity awards); or (ii) forfeiture and repayment to the Company on any gain realized on the vesting, exercise, or settlement of any awards previously granted to such participant (including both time-based and performance-based equity awards).

  56. Amendment and Termination

    Amendment and Termination The Compensation Committee may at any time amend, alter, suspend, discontinue or terminate the 2025 Equity Incentive Plan, in whole or in part, or any award granted thereunder. Except as necessary to comply with applicable law, no amendment may materially diminish the rights of any participant with respect to an outstanding award without his or her consent. In addition, except in connection with certain corporate transactions or a “change of control,” the Compensation Committee may not alter the 2025 Equity Incentive Plan without stockholder approval if: (i) the approval is necessary to comply with applicable law; (ii) the action increases the shares of our common stock available for issuance under the 2025 Equity Incentive Plan; (iii) the action materially increases certain benefits under the 2025 Equity Incentive Plan or changes its eligibility requirements; or (iv) the action (x) reduces the exercise price of outstanding stock options or grant price/strike price of outstanding stock appreciation rights, (y) cancels outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise price or grant price/strike price, as applicable, that is less than the exercise price of the original stock options or grant price/strike price of the original stock appreciation rights, as applicable, in each case with greater intrinsic value (if any) than the canceled option or stock appreciation right, or (z) results in a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our common stock is listed or quoted. No grant will be made under the 2025 Equity Incentive Plan after the date immediately preceding the tenth anniversary of the effective date of the 2025 Equity Incentive Plan, but all grants made on or prior to that date (or the earlier termination thereof) will continue in effect subject to the terms of the applicable award agreement and the 2025 Equity Incentive Plan.

  57. Material U.S. Federal Income Tax Consequences Related to Awards Granted under the 2025 Equity Incentive Plan

    Material U.S. Federal Income Tax Consequences Related to Awards Granted under the 2025 Equity Incentive Plan The following is a brief summary of certain material U.S. federal income tax consequences related to awards under the 2025 Equity Incentive Plan. This summary is not intended to be complete and does not purport to cover federal employment tax or other federal tax consequences, or any state, local, or non-U.S. taxes.

  58. Tax Consequences to Participants

    Tax Consequences to Participants Incentive Stock Options. No income generally will be recognized by a participant upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If shares of our common stock are issued to the participant pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such participant within two years after the date of grant or within one year after the transfer of such shares to the participant, then upon sale of such shares, any amount realized in excess of the exercise price will be taxed to the participant as a long-term capital gain and any loss sustained will be a long-term capital loss. If shares of our common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the participant generally will recognize ordinary income in the year of disposition in an amount equal to the excess, if any, of the market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period. Non-Qualified Stock Options. In general, no income will be recognized by a participant at the time a non-qualified stock option is granted. Upon exercise of a non-qualified stock option, ordinary income will be recognized by the participant in an amount equal to the difference between the exercise price and the fair market value of the shares, on the date of exercise. At the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held. Stock Appreciation Rights. No income will be recognized by a participant in connection with the grant of a stock appreciation right. When the stock appreciation right is exercised, the participant generally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the market value of any unrestricted shares of our common stock received on the exercise. Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code. However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of grant of the shares will have taxable ordinary income on the date of grant of the shares equal to the excess of the market value of such shares (determined without regard to any such restrictions) over the purchase price, if any, of such restricted stock. Restricted Stock Units. A participant does not recognize taxable income at the time a restricted stock unit is granted. When the restricted stock unit vests and is settled for cash or shares of our common stock, the participant generally will be required to recognize ordinary income equal to the fair market value of the shares (or the amount of cash received) on the date of vesting. Any gain or loss recognized upon a subsequent sale or exchange of any shares received in settlement of a restricted stock unit will generally be treated as a capital gain or loss to the participant.

  59. Vote Required for Approval

    | ✓ | The Board recommends that stockholders vote FOR approval of the 2025 Equity Incentive Plan. |

  60. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following sets forth information with respect to the equity compensation plans available to employees and directors of the Company at December 31, 2024:

  61. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights(1) | (b) Weighted-average exercise price of outstanding options, warrants, and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | | Equity compensation plans approved by security holders (2) | 91,402 | $91.90 | 598,842 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 91,402 | $91.90 | 598,842 |

  62. EQUITY COMPENSATION PLAN INFORMATION

    (1) The amounts shown in column (a) of the above table do not include 371,955 outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2020 Equity Incentive Plan as further described in Note 12 – Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Reflects stock option grants under the Company’s 2020 Equity Incentive Plan and the 2010 Incentive Plan. Following adoption of the 2020 Equity Incentive Plan by our stockholders, grants are no longer made under the 2010 Incentive Plan.

  63. EQUITY COMPENSATION PLAN INFORMATION

    | Proposal No. 4 – Ratification of the Appointment of KPMG LLP | | as the Company’s Independent Registered Public Accounting Firm for Fiscal 2025 |

  64. EQUITY COMPENSATION PLAN INFORMATION

    The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for fiscal 2025. SEC regulations and the NYSE corporate governance standards require that the Company’s independent registered public accounting firm be engaged, retained and supervised by the Audit Committee. Although approval or ratification by stockholders of such engagement is not required, the Company is seeking the stockholders’ ratification of the Audit Committee’s selection of KPMG because we believe that allowing stockholders to express their view on the matter is good corporate governance. Any failure of the stockholders to ratify the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm would be considered by the Audit Committee in determining whether to engage KPMG.

  65. EQUITY COMPENSATION PLAN INFORMATION

    | ✓ | The Board recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025. |

  66. 2024 Compensation Highlights

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

  67. Compensation and Governance Best Practices

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

  68. Compensation Philosophy and Objectives

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

  69. Compensation Philosophy and Objectives

    | We Pay for Performance. | We reward attainment of established goals. | | We firmly believe that pay should be tied to performance. Superior performance enhances stockholder value and is a fundamental objective of the Company’s compensation program. | The compensation program is designed to reward our NEOs for attaining established goals that require the dedication of their time, effort, skills and business experience to drive the success of the Company and the maximization of stockholder value. | | | Performance-based annual incentive compensation is a key component of our compensation program. | | | For fiscal 2024, annual performance is rewarded through annual incentive awards and is based on the Company’s operational performance and financial results and the individual NEO’s contribution to those results. NEO performance is judged against specific, predetermined financial and strategic goals established by the Compensation Committee. In addition, approximately 25% of the annual incentive award is based on a subjective performance evaluation. |

  70. Compensation Philosophy and Objectives

    | We Align Pay to Business Objectives and Long-Term Strategy. | We grant long-term equity incentive awards under our equity incentive program. | | The compensation program is designed to reward and motivate our NEOs’ Company-wide performance and, as described below, individual performance in attaining business objectives and maximizing stockholder value. Compensation decisions are based on the principle that the long-term interests of our NEOs should be aligned with those of our stockholders. | We use equity incentive awards as a recruitment and retention incentive and to align the interests of our NEOs with stockholder interests. Performance is a key component of our long-term equity incentive program. Effective January 2025, the Compensation Committee agreed to an increase to Mr. O’Reilly’s Annual LTIP Award (as defined in the O’Reilly Employment Agreement) from $4,000,000 to $4,500,000. Since March 2023, the Compensation Committee has used net asset value (“NAV”) growth as the sole metric for the performance-based component of our annual long-term equity awards. The Committee believes that NAV growth is a fundamental indicator of the Company’s long-term value appreciation and that its use as a performance metric incentivizes strategic capital allocation, all of which we believe will drive meaningful value for stockholders. |

  71. Role of Compensation Consultant

    Role of Compensation Consultant The scope of Meridian’s work included the following items in connection with 2024 compensation: • providing the Compensation Committee with relevant market data; • updating the Compensation Committee on related trends and developments; and • providing input on compensation decisions for the NEOs and other employees; • providing input on various compensation matters and policies as requested by the Compensation Committee. Meridian is independent and provides no services directly to the Company and no conflicts of interest exist between the Company and Meridian.

  72. MARKET REVIEW AND COMPENSATION PEER GROUP

    MARKET REVIEW AND COMPENSATION PEER GROUP For 2024 NEO performance, the Compensation Committee compared our executive compensation program with competitive market information regarding salary and incentive awards and programs. The purpose of this analysis is to provide a beginning reference point in evaluating the reasonableness and competitiveness of our executive compensation within the real estate development and operating industry and to ensure that our compensation program is generally comparable to companies of similar size and scope of operations. Market pay levels are obtained from various sources, including published compensation surveys and information taken from SEC filings of 15 public companies recommended and benchmarked by Meridian and reviewed by the Compensation Committee. The Compensation Committee may also consider compensation paid at private real estate and investment companies and larger real estate companies as additional context but does not benchmark NEO compensation against them. The following companies constituted the benchmarking peer group analyzed by Meridian and provided to the Compensation Committee for purposes of its review and consideration of the 2024 compensation decisions approved for our NEOs:

  73. Peer Group

    Peer Group

  74. Peer Group

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

  75. Peer Group

    The peer group consists of the same companies reviewed in 2023.

  76. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS Each of Messrs. O’Reilly, Olea, and Valane have employment agreements with the Company. Mr. Cross also had such an agreement prior to retiring from the Company on June 30, 2025. These agreements provide for a minimum annual base salary, target annual incentive compensation under plans approved by the Compensation Committee, as well as severance and other benefits. The Compensation Committee approved the terms of the employment agreements based upon (a) its assessment of the terms necessary to retain highly qualified executives, and (b) arm’s-length negotiations with each of these executives. For a description of the material terms of these employment agreements and employment arrangements, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs.” Mr. Johnstone commenced his employment with the Company in November 2012. Mr. Johnstone served as the Company’s President, Hawaii Region from January 2020 to June 2025, and has served as President, Hawaii Region & National Condominium Development since July 2025. Mr. Johnstone is employed on an at-will basis.

  77. Key Elements of Executive Compensation Program

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

  78. 2024 ANNUAL COMPENSATION MIX

    | | Key Responsibilities | | | Doug Johnstone President, Hawaii Region & National Condominium Development | | | | | Our President, Hawaii Region & National Condominium Development, is primarily responsible for overseeing asset management, financing, and redevelopment initiatives in Ward Village, a 60-acre master planned community in the heart of Honolulu, and all condominiums across the Company’s regions. | | | | Key 2024 Performance Achievements | | | | • Led the team to progress construction of four mixed-use high rises, open spaces, and district infrastructure investments. • Oversaw the successful construction and record closings of Victoria Place in Ward Village, which generated approximately $212 million of gross profit. • Advanced The Park Ward Village, Kalae and The Launiu projects with presales of future incremental revenue of approximately $533 million among 316 units. • Optimized operating asset performance with synergy to residential and development activity. | | | | Compensation Decisions | | | | Base Salary | $550,000* | | | Annual Incentive Compensation** | $600,000 | | | Long-Term Equity Incentives | $482,995 | | | * Mr. Johnstone’s base salary increased to $575,000, effective January 1, 2025. | | | | ** Mr. Johnstone does not participate in the other NEOs’ annual incentive compensation program. For more information, see “2024 Annual Compensation – Annual Incentive Compensation.” | |

  79. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION The Compensation Committee believes that annual incentive compensation is a key element of the total compensation for our NEOs. The Compensation Committee also believes that placing a significant portion of executive compensation at risk each year, subject to the results of established performance measures and objectives, appropriately motivates the NEOs to achieve the Company’s financial and operational objectives, thereby enhancing stockholder value. The employment agreements with each of our NEOs provide that each officer is eligible to receive an annual incentive award. The target amount of each annual incentive award is set forth in the NEO’s employment agreement or letter agreement, as applicable. The annual incentive compensation opportunity for each of the NEOs under their current respective employment agreements with the Company is set forth below, other than Mr. Johnstone, who does not have an employment agreement with the Company and instead participates in the Company’s general annual incentive plan.

  80. David O’Reilly

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

  81. L. Jay Cross

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

  82. Carlos A. Olea

    Carlos A. Olea • Target annual bonus of $825,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  83. Joseph Valane

    Joseph Valane • Target annual bonus of $500,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  84. David O’Reilly; L. Jay Cross; Carlos Olea; and Joseph Valane – 2024 Annual Incentive

    David O’Reilly; L. Jay Cross; Carlos Olea; and Joseph Valane – 2024 Annual Incentive The metrics approved under our 2024 annual incentive program applicable to Messrs. O’Reilly, Cross, Olea, and Valane were directly linked to our operating performance, with approximately 75% of the annual incentive earned based on achievement of the goals described in the table below, and the remaining approximately 25% based on individual performance as evaluated by the Compensation Committee. For 2024, the Compensation Committee approved the following financial metrics and strategic goals with respect to the 75% objective portion under our annual incentive program for Messrs. O’Reilly, Cross, Olea, and Valane:

  85. David O’Reilly; L. Jay Cross; Carlos Olea; and Joseph Valane – 2024 Annual Incentive

    | Financial Metric thousands | Target | Actual | Percentage Achieved | | Operating Assets NOI(1)(2) | $233,245 | $245,455 | 105% | | MPC Earnings Before Taxes (MPC EBT) (GAAP)(1) | $325,763 | $349,134 | 107% | | Condominium Profit(1) | $217,948 | $211,133 | 97% |

  86. David O’Reilly; L. Jay Cross; Carlos Olea; and Joseph Valane – 2024 Annual Incentive

    | Financial Metric thousands | Target | Actual | Favorable/ (Unfavorable) | | Achieve Budgeted Corporate Cash G&A(1)(2) | $84,706 | $82,648 | 2% |

  87. David O’Reilly; L. Jay Cross; Carlos Olea; and Joseph Valane – 2024 Annual Incentive

    | Strategic Goals | Actual | Percentage Achieved | | Delivery of strategic developments on-time and on-budget | Delivered four new development projects in 2024, including One Meridian, 10285 Lakefront Medical Office Building, Downtown Summerlin Retail, and the Victoria Place condominium tower in Ward Village | 100% | | Successful spinoff of Seaport Entertainment | Spinoff completed on July 31, 2024. | 120% | | Continued improvement of sustainability and social metrics | Created carbon reduction targets for 2030 validated; Summerlin became Nevada’s first master planned community to achieve LEED Precertification from the U.S. Green Building Council; Received the top rank in Global Real Estate Sustainability Benchmark peer group; Received LEED certifications for several developments and Energy Star labels for 18 of our assets (22% of portfolio); increased employee volunteer hours by over 30% | 110% |

  88. David O’Reilly; L. Jay Cross; Carlos Olea; and Joseph Valane – 2024 Annual Incentive

    (1) Annex A includes: (i) our Segment Operating Results as reported in our Form 10-K for fiscal 2024; (ii) a reconciliation of Operating Assets segment EBT to Operating Assets NOI as reported in our Form 10-K for fiscal 2024; (iii) Condominium Gross Profit; and (iv) Corporate Cash G&A. The Compensation Committee chose these measures because it believes that they motivate our NEOs to drive Company growth and to execute our business plan. With respect to performance for fiscal 2024, the Compensation Committee considered that MPC EBT performance was exceptional, achieving approximately 107% of the goal for 2024, and that the Operating Assets NOI goal achieved 105% of the goal for 2024. With respect to budgeted corporate cash G&A, the result was also excellent and reflected management’s continued successful efforts to monitor costs across the Company. The Compensation Committee noted that the Spinoff was a highly complex transaction, the completion of which took enormous time and effort from management to complete. The Compensation Committee considered that, with respect to condominium profit, the Company experienced an approximately $(6.6) million shortfall against its target for 2024, primarily due to modest increases in project costs that raised the cost of sales. The Compensation Committee also noted that pre-sales for the Ritz-Carlton Residences set a new high watermark for price per square foot in the Houston market, and that the Company has seen strong presale performance across its other condominium projects. Additionally, with respect to Mr. Olea, the Compensation Committee considered his leadership in helping achieve significant improvements to the Company’s accounting, financial reporting, control, and information security/ cybersecurity functions, including the successful adoption of new technologies and processes that have driven efficiencies and innovation across the Company. The Compensation Committee also noted the strong performance of the legal department under Mr. Valane’s leadership since joining the Company, including a significant restructuring of the department, improved team culture and morale, notable and impactful improvements between the legal department and business teams within the Company, the development of significant improvements to workflows for leasing and commercial contracts, and his oversight of the settlement of key litigation matters. Therefore, the Compensation Committee believed it was appropriate to award: (i) Mr. O’Reilly an annual incentive award equal to 120% of his target bonus opportunity; (ii) Mr. Cross an annual incentive award equal to 107% of his target bonus opportunity; (iii) Mr. Olea an annual incentive award equal to 120% of his target bonus opportunity; and (iv) Mr. Valane an annual incentive award equal to 120% of his target bonus opportunity. Accordingly, for fiscal 2024 performance: Mr. O’Reilly received an annual cash bonus of $2,100,000; Mr. Cross received an annual cash bonus of $2,086,500; Mr. Olea received an annual cash bonus of $990,000; and Mr. Valane received an annual cash bonus of $600,000.

  89. Doug Johnstone – 2024 Annual Incentive

    Doug Johnstone – 2024 Annual Incentive Mr. Johnstone does not participate in the same annual cash bonus program as described above. Instead, Mr. Johnstone participates in the Company’s general annual incentive plan in which all corporate employees (other than the other NEOs) are eligible. Annual cash bonuses under that general program are recommended by the CEO based on evaluation of objective and subjective measures and approved by the Compensation Committee. For performance in fiscal 2024, Mr. Johnstone received an annual incentive award equal to 109% of his target amount for his fiscal 2024 performance. Accordingly, Mr. Johnstone received an annual cash bonus of $600,000. This amount is reflected in the “Bonus” column of the “Summary Compensation Table” below.

  90. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES Our long-term equity incentive program is designed to attract, retain and motivate officers, employees, non-employee directors and consultants of the Company and its subsidiaries, as well as promote the success of the Company’s business by providing participants with appropriate incentives. The table below provides a breakdown of restricted stock awards granted to Messrs. O’Reilly, Cross, Olea, Valane and Johnstone in 2024. The equity awards showing in the table were granted by HHH prior to the Spinoff and do not give effect to adjustments made to the number of shares subject to each award in connection with the Spinoff. Such adjustments were made in a manner intended to preserve the aggregate value of each award prior to the Spinoff. For additional information regarding the treatment of outstanding equity awards in connection with the Spinoff, see “Executive Compensation – Spinoff of Seaport Entertainment; Treatment of Equity Awards.”

  91. LONG-TERM EQUITY INCENTIVES

    | Name of Executive Officer | Performance- Based Shares (#) | Time- Based Shares (#) | Total (#) | | David O’Reilly (Annual Grant) | 16,844 | 16,844 | 33,688 | | L. Jay Cross (Annual Grant) | 11,717 | 11,717 | 23,484 | | Carlos Olea (Annual Grant) | 6,184 | 6,184 | 12,368 | | Joseph Valane (Initial Grant) | – | 7,040 | 7,040 | | Doug Johnstone (Annual Grant) | 2,896 | 2,896 | 5,792 |

  92. Restricted Stock Grants

    Restricted Stock Grants The Company believes that restricted stock grants provide a long-term equity opportunity that is competitive in the Company’s industry and serves as a retention tool. The grants are evenly divided between performance and time vesting shares. Since March 2023, 50% of the restricted stock awards granted to each NEO under our general annual equity award program have been performance-based and eligible to cliff-vest after three years upon the achievement of net asset value growth metrics. The Company believes that the performance targets set for our NEOs are challenging and appropriate. The Company also believes that the long-term vesting component of the restricted stock aligns management’s interest with the long-term performance of the Company. The amounts of restricted stock granted in early 2024 to Messrs. O’Reilly, Cross, Olea, and Johnstone were based on numerous factors, including the Compensation Committee’s evaluation of our prior-year performance and the individuals’ respective contributions to their primary areas of oversight. Based on our fiscal 2023 performance and the Compensation Committee’s overall evaluation of the individual 2023 performance of each eligible NEO, the Compensation Committee determined that (a) Mr. O’Reilly should receive an annual long-term equity incentive in an amount equal to 115% of the target amount set forth in his employment agreement, (b) each of Messrs. Cross and Olea should receive an annual long-term equity incentive in an amount equal to the target amounts set forth in their respective employment agreements; and (c) Mr. Johnstone should receive an annual long-term equity incentive in an amount equal to his target amount of 100% of his base salary. In connection with him joining the Company as our General Counsel and Secretary and under his employment agreement with us, Mr. Valane was awarded 7,040 shares of restricted stock, with time-based pro-rata vesting over three years. The performance-based shares are eligible to cliff-vest as shown in the table below on December 31, 2026. Vesting is based on the Company’s adjusted NAV growth over a three-year term. The Company’s adjusted NAV of $80.00 as of December 31, 2023, as adjusted for the Spinoff, determined by an independent third-party consultant, and approved by the Compensation Committee, will be used as the beginning amount for calculating NAV growth. The ending price for calculating NAV growth will be the adjusted NAV of the Company as of December 31, 2026, as determined by an independent third-party consultant and approved by the Compensation Committee. For each award of performance-based shares to Messrs. O’Reilly, Cross, Olea, and Johnstone in early 2024, a vesting percentage target shall be deemed satisfied if the average annual adjusted NAV/share growth rate over the measurement period is equal to or higher than the applicable threshold, in accordance with the vesting schedule below:

  93. Restricted Stock Grants

    | Target Average Annual Adjusted NAV/Share Growth Rate | End Date Adj. NAV/Share | Vesting % | | 0.00% to 5.99% | $94.39 or below | 0% | | 6.00% to 8.99% | $94.40 | 100% | | 9.00% to 11.99% | $101.60 | 150% | | 12.00% and above | $108.80 | 200% |

  94. Restricted Stock Grants

    The time-based shares granted to Mr. Johnstone in January 2024 vest ratably over an approximately three-year period. The first one-third (1/3) tranche of each time-based award vested on January 30, 2025 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2025, and December 31, 2026 (in each case, generally subject to continued employment on the applicable vesting date). The time-based shares granted to Messrs. O’Reilly, Cross, and Olea in February 2024 vest ratably over an approximately three-year period. The first one-third (1/3) tranche of each time-based award vested on February 5, 2025 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2025, and December 31, 2026 (in each case, generally subject to continued employment on the applicable vesting date). The time-based shares granted to Mr. Valane on April 1, 2024 vest ratably over a three-year period; one-third (1/3) will vest on each of the three anniversaries following the date of grant.

  95. Severance Benefits

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

  96. Equity Grant Practices

    Equity Grant Practices Generally, equity grants to executives and other employees have been approved at regularly scheduled Compensation Committee meetings, except for special situations such as new hire grants. Since we became a standalone public company in 2010 in connection with our spinoff from GGP, our annual grants to executives and employees (including in fiscal 2024) have been reviewed by the Compensation Committee at its first regularly scheduled meeting during the applicable year. The regular Compensation Committee meeting schedule is typically set at least a year in advance, with meetings to approve annual equity grants to executives and employees held in late-January or early-February. The annual grants are typically approved by the Committee at its first annual meeting; however, the Compensation Committee may further evaluate proposed grant amounts and/or terms prior to approving via written consent or at a reconvened meeting held in February. Additionally, specific grants may be made at other Committee meetings to recognize an employee’s promotion, change in responsibility or specific achievement, or to achieve other key compensation objectives, such as retention. We do not time material non-public information (“MNPI”) disclosure for purposes of affecting the value of executive compensation. We do not take MNPI into account when determining the timing and terms of awards. At the time equity grant decisions are made, the Compensation Committee may be aware of the earnings results, but it does not adjust the size or the mix of grants to reflect possible market reaction. In addition, restricted stock grants do not accrue or pay dividends or dividend equivalents prior to vesting.

  97. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  98. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All Other Compensation(4) ($) | Total ($) | | David O’Reilly Chief Executive Officer | 2024 | 1,000,000 | — | 2,520,031 | — | 2,100,000 | — | 104,846 | 5,724,877 | | | 2023 | 750,000 | — | 2,321,025 | — | 1,725,000 | — | 170,971 | 4,966,996 | | | 2022 | 750,000 | — | — | — | 1,800,000 | — | 15,250 | 2,565,250 | | L. Jay Cross Former President+ | 2024 | 750,000 | — | 1,752,980 | — | 2,086,500 | — | 150,039 | 4,739,520 | | | 2023 | 750,000 | — | 1,856,755 | — | 2,242,500 | — | 319,684 | 5,168,939 | | | 2022 | 750,000 | — | — | — | 2,340,000 | — | 15,250 | 3,105,250 | | Carlos A. Olea Chief Financial Officer | 2024 | 550,000 | — | 925,188 | — | 990,000 | — | 29,948 | 2,495,136 | | | 2023 | 500,000 | — | 979,935 | — | 900,000 | — | 35,781 | 2,415,716 | | | 2022 | — | — | 313,309 | — | 900,000 | — | 15,250 | 1,723,578 | | Joseph Valane General Counsel & Secretary | 2024 | 394,231 | 400,000 | 499,981 | — | 600,000 | — | 23,116 | 1,917,328 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Doug Johnstone President, Hawaii Region | 2024 | 550,000 | 600,000 | 482,995 | — | — | — | 31,710 | 1,664,705 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Anton Nikodemus CEO, Seaport Entertainment* | 2024 | 721,154 | — | — | — | 1,000,000 | 40,702 | 309,701 | 2,071,557 | | | 2023 | 4,808 | — | 4,200,020 | — | — | — | — | 2,404,828 | | | 2022 | — | — | — | — | — | — | — | — |

  99. SUMMARY COMPENSATION TABLE

    + Mr. Cross ceased to be an executive officer of, and retired from, the Company effective June 30, 2025. * Mr. Nikodemus served as CEO of Seaport Entertainment prior to the Spinoff of SEG. Mr. Nikodemus ceased to be an employee of the Company upon completion of the Spinoff. (1) The amount reported in the “Bonus” column consists of (1) the initial signing bonus that was awarded to Mr. Valane under his employment agreement; and (2) the discretionary annual cash bonus paid to Mr. Johnstone for his 2024 performance. Please see above under “Doug Johnstone – 2024 Annual Incentive” for further information. The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of stock awards in the form of restricted stock (time-based vesting and performance-based vesting) granted in the years shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC Topic 718”). Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. If the maximum level of performance of 200% of target number of shares granted was achieved with respect to the performance-based restricted stock granted in 2024 to Messrs. O’Reilly, Cross, Olea, and Johnstone, the grant date values would be, respectively, $2,452,486, $1,705,995, $900,390, and $490,930. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, for further information regarding equity awards, including the assumptions made in determining these values. Additional information on all outstanding stock awards is reflected in the 2024 Outstanding Equity Awards at Fiscal Year-End table below. (3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the amounts paid to certain of the NEOs under our annual incentive compensation plan for performance in the listed fiscal year. For additional information on annual incentive compensation, see “Compensation Discussion and Analysis – Annual Incentive Compensation.” For Mr. O’Reilly, the amounts reported in the “All Other Compensation” column for 2024 consists of (i) (a) $15,191 contributed by the Company to the Company’s executive long term disability plan and (b) $19,426 tax gross-up payment by the Company for the same; (ii) $51,911 for personal use of Company-leased aircraft; (iii) $360 for executive medical flight program costs; (iv) $17,250 contributed by the Company to the Company’s 401(k) plan; (v) $552 for group term life insurance; and (vi) $157 for country club fees paid by the Company. For Mr. Cross, the amounts reported in the “All Other Compensation” column for 2024 consists of (i) (a) $29,830 contributed by the Company to the Company’s executive long term disability plan and (b) $24,561 tax gross-up payment by the Company for the same; (ii) $76,668 for personal use of Company-leased aircraft; (iii) $15,827 contributed by the Company to the Company’s 401(k) plan; (iv) $360 for executive medical flight program costs; and (v) $2,793 for group term life insurance. For Mr. Olea, the amounts reported in the “All Other Compensation” column for 2024 consists of (i) (a) $7,485 contributed by the Company to the Company’s executive long term disability plan and (b) $5,090 tax gross-up payment by the Company for the same; (ii) $360 for group term life insurance; (iii) $16,654 contributed by the Company to the Company’s 401(k) plan; and $360 for executive medical flight program costs. For Joseph Valane, the amounts reported in the “All Other Compensation” column for 2024 consist of (i) (a) $3,098 contributed by the Company to the Company’s executive long term disability plan; (b) $13,999 relocation benefit and (c) $5,610 tax gross-up payment by the Company for the same; (ii) $260 for executive medical flight program costs, and (iii) $150 for group term life insurance. For Mr. Johnstone, the 2024 amount reported in the “All Other Compensation” column consists of (i) (a) $6,058 contributed by the Company to the Company’s executive long term disability plan and (b) $2,802 tax gross-up payment by the Company for the same; (ii) $5,000 for charitable matching contributions; (iii) $240 for group term life insurance; (iv) $360 for executive medical flight program costs; and (v) $17,250 contributed by the Company to the Company’s 401(k) plan. For Mr. Nikodemus, the amounts reported in the “All Other Compensation” column for 2024 consist of (i) (a) $200,000 relocation benefit paid to Mr. Nikodemus under his employment agreement and (b) $108,423 tax gross-up payment by the Company for the same; and (ii) $670 for group term life insurance; (iii) $349 for accrued and unused paid time off; and (iv) $260 executive medical flight program costs. The amounts for personal use of Company-leased aircraft consists of payments made to the applicable airplane charter company for flights to the extent attributable to such personal use. Occasionally a spouse or other guest may accompany executive officers on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company and, as a result, no amount is reflected in the Summary Compensation Table for such instances.

  100. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table provides information regarding the plan-based awards granted to the NEOs (other than Mr. Nikodemus) in 2024. The table includes equity awards granted by HHH prior to the spinoff of Seaport Entertainment (the “Spinoff”). The amounts reflected in the table for equity awards relate to awards granted by HHH prior to the Spinoff and do not give effect to adjustments made to the number of shares subject to (and in the case of stock options, the exercise price of) each award in connection with the Spinoff. Such adjustments were made in a manner intended to preserve the aggregate value of each award prior to the Spinoff. See footnotes 3 and 4 below, and Compensation Discussion and Analysis – Spinoff of Seaport Entertainment; Treatment of Equity Awards and – Outstanding Awards at Fiscal Year-End for additional information. The grant date fair value represents the value on the “Grant Date” indicated in the table below, which in each case occurred prior to the Spinoff.

  101. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards and Option Awards ($)(5) | | Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David O’Reilly | | | | | | | | | | | | | AICA | — | 1,400,000 | 1,750,000 | 2,100,000 | — | — | — | — | — | | | PBRS | 02/05/2024 | — | — | — | 0 | 16,844 | 33,688 | — | 1,226,243 | | | TBRS | 02/05/2024 | — | — | — | — | — | — | 16,844 | 1,293,788 | | L. Jay Cross | | | | | | | | | | | | | AICA | — | 1,560,000 | 1,950,000 | 2,340,000 | — | — | — | — | — | | | PBRS | 02/05/2024 | — | — | — | 0 | 11,717 | 23,434 | — | 852,998 | | | TBRS | 02/05/2024 | — | — | — | — | — | — | 11,717 | 899,983 | | Carlos A. Olea | | | | | | | | | | | | | AICA | — | 660,000 | 825,000 | 990,000 | — | — | — | — | — | | | PBRS | 02/05/2024 | — | — | — | 0 | 6,184 | 12,368 | — | 450,195 | | | TBRS | 02/05/2024 | — | — | — | — | — | — | 6,184 | 474,993 | | Joseph Valane | | | | | | | | | | | | | AICA | — | 400,000 | 500,000 | 600,000 | — | — | — | — | — | | | PBRS | — | — | — | — | — | — | — | — | — | | | TBRS | 04/01/2024 | — | — | — | — | — | — | 7,040 | 499,981 | | Doug Johnstone | | | | | | | | | | | | | AICA | — | — | 550,000 | — | — | — | — | — | — | | | PBRS | 01/30/2024 | — | — | — | 0 | 2,896 | 5,792 | — | 245,465 | | | TBRS | 01/30/2024 | — | — | — | — | — | — | 2,896 | 237,530 | | Anton Nikodemus | | | | | | | | | | | | | AICA | — | — | 1,000,000 | — | — | — | — | — | — | | | PBRS | — | — | — | — | — | — | — | — | — | | | TBRS | — | — | — | — | — | — | — | — | — |

  102. 2024 GRANTS OF PLAN-BASED AWARDS

    (1) Type of Award: AICA Annual Incentive Compensation (Cash) Award PBRS Performance-Based Restricted Stock Award TBRS Time-Based Restricted Stock Award (2) These columns represent the annual incentive compensation awards that could have been earned by the NEOs based on performance for the 2024 fiscal year. The amounts shown reflect the awards that as applicable were possible at their respective threshold, target and maximum levels of performance. The annual incentive award amounts actually paid to each NEO are reported in the “Non-Equity Incentive Plan Compensation” column (or, for Mr. Johnstone, the “Bonus” column) of the Summary Compensation Table. For more information regarding the annual incentive compensation program, see “Compensation Discussion and Analysis – Annual Incentive Compensation.” The awards represent the performance-based restricted stock awards granted in 2024 that may vest based on the Company’s NAV growth over a three-year period. The vesting schedule for each award has a specified threshold performance level such that performance below threshold results in no shares vesting. If at least the threshold performance goal is attained, the number of shares that will vest ranges from 100% to 200% of the target number of shares granted. For additional information regarding the vesting of the performance-based restricted stock, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” In connection with the Spinoff, in accordance with the Employee Matters Agreement, the number of shares subject to each performance-based restricted stock award was adjusted as follows: (i) Mr. O’Reilly’s February 2024 award of 16,844 shares was adjusted to 19,010 shares; (ii) Mr. Cross’s February 2024 award of 11,717 shares was adjusted to 13,223 shares; (iii) Mr. Olea’s February 2024 award of 6,184 shares was adjusted to 6,979 shares; and (iv) Mr. Johnstone’s January 2024 Award of 2,896 shares was adjusted to 3,268 shares. (4) The awards represent the time-based restricted stock awards granted in 2024, which vest in equal annual installments over a three-year period. For additional information regarding the vesting of the time-based restricted stock, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” In connection with the Spinoff, in accordance with the Employee Matters Agreement, the number of shares subject to each time-based restricted stock award was adjusted as follows: (i) Mr. O’Reilly’s February 2024 award of 16,884 shares was adjusted to 19,010 shares; (ii) Mr. Cross’s February 2024 award of 11,717 shares was adjusted to 13,223 shares; (iii) Mr. Olea’s February 2024 award of 6,184 shares was adjusted to 6,979 shares; (iv) Mr. Valane’s April 2024 award of 7,040 shares was adjusted to 7,945 shares; and (v) Mr. Johnstone’s January 2024 Award of 2,896 shares was adjusted to 3,268 shares. (5) Represents the grant date fair value determined pursuant to ASC Topic 718.

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the outstanding equity awards held by the NEOs at December 31, 2024.*

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested** ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested** ($) | | David O’Reilly | | | | | | | | | | 02/05/2024 | — | — | — | — | — | — | 38,020 | 2,924,498 | | 02/05/2024 | — | — | — | — | 19,010(8) | 1,462,249 | — | — | | 03/23/2023 | — | — | — | — | — | — | 28,124 | 2,163,298 | | 02/02/2023 | — | — | — | — | 4,826(3) | 371,216 | — | — | | 02/08/2021 | — | — | — | — | 1,792(5) | 137,841 | — | — | | 11/30/2020 | — | — | — | — | 2,619(6) | 201,453 | — | — | | 11/30/2020 | — | 19,358(4) | 64.45 | 11/30/2030 | — | — | — | — | | L. Jay Cross | | | | | | | | | | 02/05/2024 | — | — | — | — | — | — | 26,446 | 2,034,226 | | 02/05/2024 | — | — | — | — | 13,223(8) | 1,017,113 | — | — | | 03/23/2023 | — | — | — | — | — | — | 22,498 | 1,730,546 | | 02/02/2023 | — | — | — | — | 3,861(3) | 296,988 | — | — | | 12/01/2020 | — | — | — | — | 2,095(7) | 161,147 | — | — | | 12/01/2020 | — | 15,487(4) | 66.25 | 12/01/2030 | — | — | — | — | | Carlos A. Olea | | | | | | | | | | 02/05/2024 | — | — | — | — | — | — | 13,958 | 1,073,649 | | 02/05/2024 | — | — | — | — | 6,979(8) | 536,825 | — | — | | 03/23/2023 | — | — | — | — | — | — | 11,874 | 913,348 | | 02/02/2023 | — | — | — | — | 2,038(3) | 156,763 | — | — | | 02/08/2021 | — | — | — | — | 179(5) | 13,769 | — | — | | Joseph Valane | | | | | | | | | | 04/01/2024 | — | — | — | — | 7,945 | 611,129 | — | — | | Douglas Johnstone | | | | | | | | | | 01/30/2024 | — | — | — | — | 3,268 | 251,375 | — | — | | 01/30/2024 | — | — | — | — | — | — | 6,536 | 502,749 | | 03/23/2023 | — | — | — | — | — | — | 3,841 | 295,450 | | 02/02/2023 | — | — | — | — | 660 | 50,767 | — | — | | 02/08/2021 | — | — | — | — | 179 | 13,769 | — | — |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    On July 31, 2024, Howard Hughes Holdings Inc. completed the separation (the “Separation”) of Seaport Entertainment Group Inc. (“Seaport Entertainment”) from the Company. In connection with the Separation: (i) each time-based restricted stock award that was outstanding and held by a continuing HHH employee or non-employee director as of immediately prior to the effective time of the Spinoff was adjusted into a post-distribution time-based restricted stock award that covered a number of post-distribution shares of HHH common stock equal to the product obtained by multiplying (x) the number of shares of HHH common stock covered by the applicable award immediately prior to the effective time, by (y) the HHH Ratio (as defined in the Employee Matters Agreement, dated July 31, 2024, between HHH and Seaport Entertainment), rounded down to the nearest whole share; (ii) each performance-based restricted stock award with vesting based on achievement of absolute or relative HHH total shareholder return was converted into a time-based restricted stock award covering a number of shares of HHH common stock, based on actual achievement of the performance metrics applicable to the award as of the distribution date, and will continue to be subject to the original vesting period based on the holder’s continued service with HHH; and (iii) each performance-based restricted stock award with vesting based on achievement of HHH NAV per share or adjusted NAV that was held by an HHH employee was converted into an award covering shares of HHH common stock and will continue to be subject to the same terms and conditions following the effective time as applied to such award prior to the effective time of the Separation, subject to adjustment of the applicable performance goals and/or performance calculation methodology in order to reflect the Separation ((i), (ii), and (iii), collectively, the “Spinoff Award Adjustments”). The amounts set forth on the table above and, unless the context otherwise indicates, elsewhere in this proxy statement, reflect the Spinoff Award Adjustments. Pursuant to SEC rules, market value in these columns was determined by multiplying the number of shares of stock by $76.92, the closing price of our common stock on December 31, 2024, the last trading day of the year. (1) This column reflects outstanding grants of restricted stock (time-based vesting). (2) In the case of performance-based awards granted in 2023 and 2024, this column reflects the total amount of restricted stock (performance-based vesting) that vest at the levels of 166% and 200%, respectively, based upon achieving the threshold adjusted net asset value growth over a three-year period. See Footnote 3 of the 2024 Grants of Plan-Based Awards table for additional information regarding the vesting of performance-based restricted stock. (3) These shares vest in three approximately equal installments. One-third (1/3) vested on February 2, 2024, one-third (1/3) vested on December 31, 2024, and one-third (1/3) will vest on and December 31, 2025. (4) These stock options cliff vest five years from the date of grant. (5) These shares vest in five equal installments. Twenty percent (20%) vested on each of February 8, 2022, December 31, 2022, December 31, 2023, and December 31, 2024, and 20% will vest on December 31, 2025. (6) These shares of restricted stock vest in five equal installments. Twenty percent (20%) vested on each of November 30, 2021, November 30, 2022, November 30, 2023, and November 30, 2024, and 20% will vest on November 30, 2025. (7) These shares of restricted stock vest in five equal installments. Twenty percent (20%) vested on each of December 1, 2021, December 1, 2022, December 1, 2023, and December 1, 2024, and 20% will vest on December 1, 2025. These shares of common stock vest in three equal installments, with one-third (1/3) of the total number of shares granted vesting on the following dates: February 5, 2024, December 31, 2025, and December 31, 2026.

  106. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding options exercised and stock awards vested during fiscal year 2024 with respect to our NEOs.

  107. 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | David O’Reilly | – | – | 14,634 | 1,159,190 | | L. Jay Cross | – | – | 9,323 | 743,955 | | Carlos Olea | – | – | 5,728 | 443,905 | | Joseph Valane | – | – | – | – | | Douglas Johnstone | – | – | 3,252 | 251,213 | | Anton Nikodemus | – | – | – | – |

  108. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information regarding the contributions and earnings credited to the accounts of the NEOs under the nonqualified deferred compensation plan in 2024 and plan balances as of December 31, 2024. The nonqualified deferred compensation plan was established in 2015. Although the Company has the flexibility to make discretionary contributions to the nonqualified deferred compensation plan, it has not made any such contributions. Each participant’s deferral account in the plan is credited or debited for gains and losses associated with his or her account’s notional (not actual) investment in investment options selected by the participant from a menu established from time to time by the Board (or a committee thereof). Participants are not provided with above-market or preferential earnings on their deferral accounts and are only entitled to receive distributions of their account balances in accordance with their deferral elections in effect from time to time and the terms of the plan.

  109. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in FY2024 ($) | Registrant Contributions in FY2024 ($) | Aggregate Earnings in FY2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FY2024 End ($) | | David O’Reilly | – | – | – | – | – | | L. Jay Cross | – | – | – | – | – | | Carlos Olea | – | – | – | – | – | | Joseph Valane | – | – | – | – | – | | Douglas Johnstone | – | – | – | – | – | | Anton Nikodemus(1) | 500,000 | – | 40,702 | – | – |

  110. NONQUALIFIED DEFERRED COMPENSATION

    The amounts set forth above for Mr. Nikodemus do not reconcile across the columns of this table as a result of the spin-off of SEG completed during the fiscal year. In connection with the spin-off, the deferred compensation account balance attributable to Mr. Nikodemus was transferred to the non-qualified deferred compensation plan maintained by SEG. Accordingly, no ending balance is reported for Mr. Nikodemus as of December 31, 2024. Furthermore, as the deferred amounts were transferred in full during the fiscal year, no earnings deemed above-market or preferential on such deferred compensation are reported for Mr. Nikodemus in the Summary Compensation Table pursuant to applicable SEC disclosure rules.

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table reflects the estimated compensation and other benefits payable to each NEO (other than Mr. Nikodemus) upon termination of employment, including in connection with a “change in control” of the Company. Pursuant to the April 2025 Employment Agreement Amendments, amounts payable to Messrs. O’Reilly, Olea, and Valane in connection with a “change in control” of the Company would also be payable in connection with a Transaction, as defined in the April 2025 Employment Agreement Amendments. Mr. Nikodemus ceased to be an employee of the Company upon completion of the Spinoff of Seaport Entertainment on July 31, 2024. All outstanding HHH equity-based incentive awards held by Mr. Nikodemus were converted into restricted stock awards covering shares of Seaport Entertainment common stock. No other consideration was paid to Mr. Nikodemus in connection with the Spinoff. The amounts shown in the table assume that the triggering event was effective as of December 31, 2024, and that the price of our common stock on which certain of the calculations are based was the closing price of $76.94 per share on December 31, 2024, the last trading day of the year. These amounts are estimates of the incremental amounts and benefits that would be payable to each NEO upon each triggering event. The actual amounts to be paid out can only be determined at the time of the triggering event, if any. The table does not include amounts that would be payable to Messrs. O’Reilly, Cross, Olea, and Valane under each of their employment agreements in the event of termination due to the Company’s non-renewal of such employment agreements after the expiration of the initial term because none of the employment agreements had expired as of December 31, 2024. For additional information, see “Employment Agreements and Arrangements with the NEOs.”

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name and Benefit | Termination Without Cause or for Good Reason ($) | Death or Disability ($) | Termination Without Cause or for Good Reason in connection with Change in Control(6) ($) | | David O’Reilly | | | | | Cash Severance | 4,500,000(1) | 1,750,000(2) | 7,250,000(3) | | Equity Awards | 5,181,252(4) | 5,181,252(4) | 5,181,252(4) | | Total estimated value | 9,681,252 | 6,931,252 | 12,431,252 | | L. Jay Cross(7) | | | | | Cash Severance | 4,650,000(1) | 1,950,000(2) | 7,350,000(3) | | Equity Awards | 3,701,334(4) | 3,374,588(5) | 3,701,334(4) | | Total estimated value | 8,351,334 | 5,324,588 | 11,051,334 | | Carlos Olea | | | | | Cash Severance | 2,200,000(1) | 825,000(2) | 3,575,000(3) | | Equity Awards | 1,794,856(4) | 1,794,856(4) | 1,794,856(4) | | Total estimated value | 3,994,856 | 2,619,856 | 5,369,856 | | Joseph Valane | | | | | Cash Severance | 1,500,000(1) | 500,000(2) | 2,500,000(3) | | Equity Awards | 611,288(4) | 611,288(4) | 611,288(4) | | Total estimated value | 2,111,288 | 1,111,288 | 3,111,288 | | Douglas Johnstone | | | | | Cash Severance(5) | 550,000 | – | 550,000 | | Equity Awards | 315,910(4) | 745,278(4) | 315,910(4) | | Total estimated value | 865,910 | 745,278 | 865,910 |

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Amount represents cash severance outside of a change in control as described under above under “Employment Agreements and Arrangements with The NEOs,” including (i) a cash payment equal to the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. Amount represents a prorated target bonus for the year of termination. Amount represents cash severance in connection with a change in control as described above under “Employment Agreements and Arrangements with The NEOs,” including (i) a cash payment equal to two times the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. (4) Amount represents accelerated vesting of time-based equity awards, and the value of performance-based equity awards eligible to vest (assuming performance at the “target” level). Acceleration of stock options is shown using their intrinsic (or “spread”) value, if any. (5) The amounts in this row represent cash severance payable to Mr. Johnstone in connection with an involuntary termination by the Company pursuant to the Separation Benefits Plan. (6) For Messrs. O’Reilly, Cross, Olea, and Valane, each of their employment agreements provides that if the NEO becomes entitled to receive or if he receives any payments and benefits that would become subject to the excise tax under Section 4999 of the IRC (the “golden parachute” excise tax applicable in certain circumstances upon a change in control of the Company), the payments and benefits will be reduced such that the excise tax does not apply, unless he would be better off on an after-tax basis receiving all of the payments and benefits. For Mr. Johnstone, the Separation Benefits Plan provides that if any of the payments or benefits provided or to be provided by the Company to Mr. Johnstone pursuant to the Separation Benefits Plan or otherwise would be subject to the excise tax imposed under Section 4999 of the IRC the separation benefit will be reduced to the minimum extent necessary to ensure that no portion of the separation benefit is subject to the excise tax. The figures in the table above disregard the potential impact of any potential reductions in connection with these provisions. (7) As noted above, Mr. Cross ceased to be an officer of the Company effective June 30, 2025. For additional information regarding the amounts payable to Mr. Cross in connection with his departure, see “Employment Agreements and Arrangements with the NEOs.”

  114. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE We determined that the 2024 annual total compensation of the median of all our employees who were employed as of December 31, 2024 (other than the CEO) was $135,084. Mr. O’Reilly’s annual total compensation for 2024 was $5,274,877. Based on this information, for 2024, the ratio of the compensation of our CEO to the median annual total compensation of all other employees was approximately 42 to 1. To identify the median compensated employee, we used Box 5, W-2 data for all individuals employed as of December 31, 2024, annualizing this data for those employees who joined the Company in 2024. We believe our pay ratio presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by other companies.

  115. PAY VS. PERFORMANCE

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

  116. PAY VS. PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO 2 (David O’Reilly) ($)(1)(2) | Compensation Actually Paid to PEO 2 (David O’Reilly) ($)(1)(4) | Summary Compensation Table Total for PEO 1 (Paul Layne) ($)(1)(2)(3) | Compensation Actually Paid to PEO 1 (Paul Layne) ($)(1)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(4) | Value of an initial $100 Investment: | | Net Income (Loss) (thousand) ($)(7) | Total Segment EBT (thousand) ($)(8) | | | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2024 | 5,724,877 | 7,704,385 | — | — | 2,577,649 | 2,669,830 | 63.66 | 124.92 | 196,992 | 603,484 | | 2023 | 4,966,996 | 5,175,557 | — | — | 2,941,041 | 3,106,919 | 67.47 | 118.71 | (551,530) | (523,434) | | 2022 | 2,565,250 | 452,100 | — | — | 2,434,454 | 1,425,508 | 60.26 | 105.65 | 184,636 | 430,070 | | 2021 | 3,851,162 | 4,835,249 | — | — | 2,073,652 | 2,616,212 | 80.27 | 143.02 | 48,924 | 296,657 | | 2020 | 4,923,118 | 4,242,224 | 4,067,723 | (3,215,717) | 2,375,887 | 726,039 | 62.25 | 97.83 | (3,173) | 201,245 |

  117. PAY VS. PERFORMANCE

    (1) NEOs included in these columns reflect the following individuals:

  118. PAY VS. PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2024 | David O’Reilly | L. Jay Cross; Carlos A. Olea; Joseph Valane; Douglas Johnstone; A. Nikodemus | | 2023 | David O’Reilly | A. Nikodemus, Kristi L. Smith, Carlos A. Olea, Peter F. Riley, L. Jay Cross | | 2022 | David O’Reilly | L. Jay Cross, Carlos A. Olea, Peter F. Riley, Saul Scherl, Correne Loeffler | | 2021 | David O’Reilly | L. Jay Cross, Peter F. Riley, Saul Scherl, Correne Loeffler | | 2020 | Paul Layne, David O’Reilly | L. Jay Cross, Peter F. Riley, Saul Scherl |

  119. PAY VS. PERFORMANCE

    (2) Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. (3) Paul Layne served as CEO until September 17, 2020, and Mr. O’Reilly began serving as Interim Chief Executive Officer until he was promoted on December 1, 2020. (4) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change from prior year end in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for 2024 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  120. PAY VS. PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2024 (For PEO) | Fiscal Year 2024 (Average For Non-PEO NEOs) | | Summary Compensation Table Total | $5,724,877 | $2,577,649 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(2,520,031) | $(732,229) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $4,386,748 | $1,205,413 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $810,980 | $221,733 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,181 | $(36,472) | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(712,370) | $(566,265) | | Plus:/(Minus): Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $7,704,385 | $2,669,830 |

  121. PAY VS. PERFORMANCE

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for fiscal year 2024. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

  122. PAY VS. PERFORMANCE

    | | Fiscal Year 2024 | | Restricted Stock Units | | | Stock Price | $76.92 – $86.74 | | Stock Options | | | Expected Term (years) | 2.9 | | Strike Price | $64.45 – $66.25 | | Volatility | 28% | | Dividend Yield | 0% | | Risk-Free Interest Rate | 4.2% |

  123. PAY VS. PERFORMANCE

    (5) Total Shareholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. (6) Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P 500 Real Estate Index for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. The S&P 500 Real Estate Index is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. (7) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. The amounts for 2023, 2022, 2021, and 2020 differ from amounts reported in our 2024 proxy statement based on SEC clarifying guidance. See Annex A for additional information regarding Total Segment EBT