DEF 14A of Hudson Pacific Properties, Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047885
| TABLE OF CONTENTS
| Summary Of Potential Payments Upon Termination or Change In Control | 55 | | Pay Versus Performance Table | 59 | | CEO Pay Ratio | 62 | | Equity Compensation Plan Information | 63 | | COMPENSATION RISK ANALYSIS | 64 | | PRINCIPAL AND MANAGEMENT STOCKHOLDERS | 65 | | PROPOSAL NO. 3–RATIFICATION AND SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 | | Principal Accountant Fees and Services | 68 | | Audit Committee Report | 69 | | OTHER MATTERS | 70 | | Related-Party and Other Transactions Involving Our Officers and Directors | 70 | | Householding of Proxy Materials | 70 | | Stockholder Proposals | 71 | | Incorporation by Reference | 71 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS | 72 | | APPENDIX A–RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | A-1 | | Funds from Operations | A-1 | | HPP’s Share of Net Debt to HPP’s Share of Undepreciated Book Value | A-4 |
Director Nominees
Director Nominees The Board’s recent refreshment and reduced size reflect a deliberate shift toward directors with deep capital markets and operational expertise, aligning with the Company’s current priorities of balance sheet optimization and disciplined capital allocation. The following directors are standing for re-election at the 2026 Annual Meeting. The committee assignments reflected in the below table will be effective May 28, 2026.
Director Nominees
| DIRECTOR NOMINEES | | AGE | DIRECTOR SINCE | AUDIT | COMPENSATION | NOMINATING & CORPORATE GOVERNANCE | INVESTMENT | SUSTAINABILITY | | | Victor J. Coleman Chief Executive Officer and Board Chairman, Hudson Pacific Properties, Inc. | 64 | 2010 | | | | | | | | Theodore R. Antenucci INDEPENDENT President and Chief Executive Officer, Catellus Development Corporation | 61 | 2010 | | | | | | | | Jon Bortz INDEPENDENT Chairman and Chief Executive Officer, Pebblebrook Hotel Trust | 69 | 2025 | | | | | | | | T. Ritson Ferguson INDEPENDENT Former Chief Executive Officer and Chief Investment Officer, CBRE Global Investors | 66 | 2025 | C | | | | | | | Robert L. Harris II • INDEPENDENT Former Executive Chairman, Acacia Research Corporation | 67 | 2014 | | C | | | | | | Barry A. Sholem INDEPENDENT Chairman and Senior Advisor of Real Estate, BDT & MSD Partners | 65 | 2023 | | | | | | | | Andrea Wong INDEPENDENT Former President, International Production, Sony Pictures Television | 59 | 2017 | | | C | | |
Director Nominees
C Committee Chair Committee Member • Lead Independent Director
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS Hudson Pacific Properties is currently governed by an eight-member Board of Directors, seven of whom are standing for re-election to the Board at the 2026 Annual Meeting. If elected, directors will hold office for a one-year term expiring at the 2027 Annual Meeting. Directors hold office until their successors are duly elected and qualified, or until their earlier resignation or removal.
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| | The seven nominees for election to the Board at the 2026 Annual Meeting, all proposed by the Board, are listed in the following section titled “Director Nominees,” along with brief biographies. |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| | Candidates are selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent, analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| | The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach. |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| | Stockholders may recommend candidates to our Board. All recommendations for nomination received by the Corporate Secretary will be presented to the Governance Committee for its consideration. See “Communications with the Board of Directors” on page 24 for more information. |
Required Vote
Required Vote Each director nominee will be elected at the Annual Meeting if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an annual meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast in the election of directors at the annual meeting at which a quorum is present. The election of directors at this Annual Meeting is not contested. Under Maryland law, an incumbent director who is not re-elected would continue to serve as a holdover director until a successor is elected. To address this, our Bylaws require any incumbent director who fails to receive a majority vote in an uncontested election to promptly tender his or her resignation. The Nominating and Corporate Governance Committee (the ‘Governance Committee’) will recommend whether to accept the resignation or take other action, and the Board will publicly disclose its decision and rationale within 90 days following certification of the election results.
Required Vote
| FOR | | | | The Board unanimously recommends that the stockholders vote “FOR” the 7 director nominees. |
SUMMARY OF BOARD NOMINEE SKILLS AND EXPERIENCE
SUMMARY OF BOARD NOMINEE SKILLS AND EXPERIENCE The Board is committed to building a strong, independent leadership team whose diverse backgrounds and experiences enrich our decision-making. When evaluating director candidates, we look for a wide range of skills, perspectives, and professional experiences—reflecting diversity in its broadest and most meaningful sense. We do not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual orientation. Our current director nominees were recommended by the Governance Committee and selected for their exceptional professional achievements, sound judgment, financial literacy, integrity, and ability to think independently and analytically. We also value their deep understanding of our business and industry, as well as their commitment to collaboration and high ethical standards.
SUMMARY OF BOARD NOMINEE SKILLS AND EXPERIENCE
| SKILLS AND EXPERIENCE | | COLEMAN | ANTENUCCI | BORTZ | FERGUSON | HARRIS | SHOLEM | WONG | TOTAL | | | Executive Leadership Experience Experience serving as a CEO, President, Chairman or in a comparable senior leadership role at a large company or organization, providing strategic oversight, operational leadership and experience managing complex enterprises. | | | | | | | | 7 / 7 | | | Public Board Experience Experience with the governance, regulatory and reporting requirements of publicly traded companies, including investor engagement and oversight of public company disclosure and compliance obligations. | | | | | | | | 7 / 7 | | | Key Industry Experience Experience in the media, technology or real estate industries, providing insight into industry trends, competitive dynamics, and opportunities and challenges across economic cycles. | | | | | | | | 7 / 7 | | | Key Markets Expertise Experience in key markets in which the Company operates, including Los Angeles, Silicon Valley, San Francisco, Seattle, New York and Vancouver, contributing to a deeper understanding of regional market dynamics, operations, and competitive positioning. | | | | | | | | 5 / 7 | | | Financial Expertise Experience in accounting, financial reporting or financial management, supporting effective oversight of the Company’s financial statements, financial controls and reporting processes. | | | | | | | | 6 / 7 | | | Capital Markets Expertise Experience with capital structure, capital allocation and financing strategies, providing valuable perspective in evaluating investments, transactions and broader financial strategy. | | | | | | | | 6 / 7 | | | Advanced Degree or Professional Accreditation Holds an advanced academic degree or relevant professional certification that contributes specialized knowledge and expertise to the Board. | | | | | | | | 5 / 7 | | | Cybersecurity / Data Privacy Experience overseeing the identification, management and mitigation of corporate risks, including cybersecurity, data privacy and data protection matters. | | | | | | | | 4 / 7 |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Victor J. Coleman AGE: 64 DIRECTOR SINCE: 2010 BOARD COMMITTEES: Sustainability | BACKGROUND AND PROFESSIONAL EXPERIENCE Has served as Chief Executive Officer and Chairman of the Board since the Company’s IPO in 2010 Founder and former Managing Partner of Hudson Pacific’s predecessor, Hudson Capital (2006-2010) Serves on the boards of Ronald Reagan UCLA Medical Center, Fisher Center for Real Estate & Urban Economics, Young Presidents' Organization Gold Los Angeles, Los Angeles Sports & Entertainment Commission and ChampionLA, as well as Nareit’s Advisory Board of Governors Serves on the board of Kite Realty Group Trust (since 2012) and previously served on the boards of Douglas Emmett (2006-2009) and other public companies Has received the City of Hope Spirit of Life Award (2015), the Real Star of Hollywood Award (2019), recognition as a Treasure of Los Angeles (2019) and was inducted into NAIOP SoCal’s Hall of Fame (2025) Holds an MBA from Golden Gate University and a BA in History from the University of California, Berkeley | | | | REASON FOR NOMINATION Mr. Coleman brings extensive executive leadership experience and deep knowledge of the Company’s business, strategy and key markets as its founder and Chief Executive Officer. His public company board experience, capital markets expertise and long-standing leadership of Hudson Pacific provide the Board with critical insight into the Company’s operations, growth strategy and industry positioning. | SKILLS |
DIRECTOR NOMINEES
| Theodore R. Antenucci INDEPENDENT AGE: 61 DIRECTOR SINCE: 2010 BOARD COMMITTEES: Audit Compensation Investment | BACKGROUND AND PROFESSIONAL EXPERIENCE Serves as President and Chief Executive Officer of Catellus Development Corporation (2011-present) Previously served as President and Chief Investment Officer of Prologis and as a member of its Executive Committee (2007-2011), and as President of Global Development for Prologis (2005-2007) Previously served as President of Catellus Commercial Development Corp. (2001-2005) prior to its merger with Prologis Previously served on the board of directors of Prologis European Properties (2009-2011) and on the audit committee of Iron Mountain, Inc. (2011-2020) Serves on the board of trustees of the Children’s Hospital Colorado Foundation (2010-present) Holds a BA in Business Economics from the University of California, Santa Barbara | | | | REASON FOR NOMINATION Mr. Antenucci contributes significant executive leadership and public company experience, including extensive expertise in real estate development and global capital markets. His background as a senior executive at Prologis and Catellus enhances the Board’s oversight of investment strategy, capital allocation and operations across key markets. | SKILLS |
DIRECTOR NOMINEES
| Jon Bortz INDEPENDENT AGE: 69 DIRECTOR SINCE: 2025 BOARD COMMITTEES: Audit Compensation | BACKGROUND AND PROFESSIONAL EXPERIENCE Founder, Chairman and Chief Executive Officer of Pebblebrook Hotel Trust (since 2009) and Founder and Chairman of Curator Hotel & Resort Collection (since 2020) Previously founded and served as President, Chief Executive Officer and Trustee of LaSalle Hotel Properties (1998-2009) and as Chairman (2001-2009), where he oversaw its $5.5 billion strategic acquisition by Pebblebrook Earlier founded the Hotel Investment Group of Jones Lang LaSalle (1994) and held senior leadership roles at the firm, including Senior Vice President and Managing Director Serves on the Advisory Board of Governors of Nareit and on the Executive Committee of the American Hotel & Lodging Association, where he chairs HotelPAC and has served as a board member since 2016 and an officer since 2018 Previously served as a trustee of Federal Realty Investment Trust Holds a BS in Economics from The Wharton School of the University of Pennsylvania | | | | REASON FOR NOMINATION Mr. Bortz provides extensive executive leadership and public company experience, including deep expertise in real estate, hospitality and capital markets. His experience founding and scaling public REITs and his knowledge of key markets strengthen the Board’s oversight of growth strategy, operations and investment activity. | SKILLS |
DIRECTOR NOMINEES
| T. Ritson Ferguson INDEPENDENT AGE: 66 DIRECTOR SINCE: 2025 BOARD COMMITTEES: Audit (Chair) | BACKGROUND AND PROFESSIONAL EXPERIENCE Serves on the investment committees for CBRE Investment Management Listed Real Assets (since 2022) and previously served as Vice Chairman of CBRE’s global investment management business (2021-2022) Previously served as Chief Executive Officer and Chief Investment Officer of CBRE Investment Management (2015-2020), overseeing the firm’s global real estate and infrastructure investment platform, and Chief Executive Officer, Co-Chief Investment Officer and Founder of CBRE Clarion Securities (1998-2020) Serves as Vice Chair and Audit Committee member of DUMAC, Inc., which manages Duke University’s endowment (since 2018) and as Board Chair of the CBRE Clarion Global Real Estate Income Fund (since 2004) Serves as a Senior Fellow at the Wharton Real Estate Center and Trustee of the Templeton World Charity Foundation Holds a BS in Computer Science and Economics from Duke University (summa cum laude, Phi Beta Kappa), an MBA with distinction from The Wharton School, and the Chartered Financial Analyst designation | | | | REASON FOR NOMINATION Mr. Ferguson provides deep financial and capital markets expertise, along with extensive experience in global real estate investment management. His leadership of large-scale investment platforms and public board experience strengthen the Board’s oversight of financial strategy, risk management and capital allocation. | SKILLS |
DIRECTOR NOMINEES
| Robert L. Harris II LEAD INDEPENDENT DIRECTOR AGE: 67 DIRECTOR SINCE: 2014 BOARD COMMITTEES: Compensation (Chair) Nominating and Corporate Governance | BACKGROUND AND PROFESSIONAL EXPERIENCE Has served as a member of the Board since November 2023 and previously from 2014 to March 2023; has served as Lead Independent Director since March 2026 Most recently served as Executive Chairman of the Board for Acacia Research Corporation (2012-2016), where he served as a director since 2000 and President (2000-2012) Founder of Entertainment Properties Trust, where he served as President and a director (1997-2000) Previously served as Senior Vice President and led the International Division at AMC Entertainment (1993-1997) Earlier served as President of Carlton Browne and Company, Inc. Has served on multiple public and nonprofit boards, including Pepperdine University’s Graziadio School of Business and Management, CombiMatrix Corporation, True Religion Brand Jeans, the USA Volleyball Foundation and Imperial Bancorp | | | | REASON FOR NOMINATION Mr. Harris brings extensive executive leadership and public company board experience, including a strong background in real estate, entertainment and capital markets. His background founding and leading public companies and his knowledge of key markets support the Board’s strategic oversight and investment decision-making. | SKILLS |
DIRECTOR NOMINEES
| Barry A. Sholem INDEPENDENT AGE: 70 DIRECTOR SINCE: 2023 BOARD COMMITTEES: Nominating and Corporate Governance Investment Sustainability | BACKGROUND AND PROFESSIONAL EXPERIENCE Chairman and Advisory Partner of BDT & MSD Partners and Chairman and Senior Advisor of its Real Estate Group; has served on the BDT & MSD Board since 2024 Founded the real estate group at MSD Capital and joined as partner in 2004, serving as head of real estate since inception Previously served as Chairman and co-founder of DLJ Real Estate Capital Partners (1994-2004) Earlier career at Goldman Sachs, where he led the Real Estate Principal Investment Area and West Coast Real Estate Investment Banking Previously served on the boards of Curbline Properties, formerly SITE Centers (1998-2018, 2022-2024), and RVI (2018-2022) Member of the Urban Land Institute, Real Estate Roundtable, UC Berkeley Real Estate Advisory Board and Brown University Presidents Leadership Council Holds an MBA from Northwestern University and a BA in Economics and Political Science from Brown University and an MBA from Northwestern University | | | | REASON FOR NOMINATION Mr. Sholem contributes significant capital markets and financial expertise, with extensive experience in real estate investment, private equity and advisory roles. His background at leading financial institutions and investment firms enhances the Board’s perspective on capital allocation, transactions and strategic growth opportunities. | SKILLS |
DIRECTOR NOMINEES
| Andrea Wong INDEPENDENT AGE: 59 DIRECTOR SINCE: 2017 BOARD COMMITTEES: Nominating and Corporate Governance (Chair) | BACKGROUND AND PROFESSIONAL EXPERIENCE Serves on the boards of Liberty Media Corporation (since 2010), Roblox Corporation (since 2020) and Whalar Group (since 2018) Most recently served as President, International for Sony Pictures Entertainment (2011-2017) Previously served as President and CEO of Lifetime Networks (2007-2010) Earlier served as Executive Vice President, Alternative Programming, Specials and Late Night at ABC (1998-2007) where she developed hit shows including The Bachelor, Dancing with the Stars and Extreme Makeover: Home Edition Has served on multiple public and private boards, including QVC Group (2010-2025), Hudson’s Bay Company (2014-2020) Holds a degree in electrical engineering from MIT and an MBA from Stanford University, and is a Henry Crown Fellow at the Aspen Institute and a member of the Committee of 100 | | | | REASON FOR NOMINATION Ms. Wong brings extensive executive leadership experience in the media and entertainment industry, providing valuable insight into content production, distribution and global market dynamics. Her public board experience and background in technology and digital platforms support the Board’s oversight of the Company’s studio and media-related strategy. | SKILLS |
| Compensation of directors
| Compensation of directors Our Board has approved a compensation program for our non-employee directors, or the Director Compensation Program, which governed our 2025 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.
CHANGES TO THE DIRECTOR COMPENSATION PROGRAM
CHANGES TO THE DIRECTOR COMPENSATION PROGRAM As part of the Company’s cost-reduction initiatives, the Board reduced annualized director compensation costs by approximately $780,000 in 2025 through:
CHANGES TO THE DIRECTOR COMPENSATION PROGRAM
| | Reducing the size of the Board by two directors (and a third director in 2026); |
CHANGES TO THE DIRECTOR COMPENSATION PROGRAM
| | Reducing the aggregate annual director fees by $60,000 per paid director; and |
CHANGES TO THE DIRECTOR COMPENSATION PROGRAM
| | Reducing both the annual cash retainer and annual restricted stock unit (“RSU”) grant by $30,000 each. |
CHANGES TO THE DIRECTOR COMPENSATION PROGRAM
Following these changes, approximately 70% of the annual board retainer is delivered in equity.
COMPONENTS OF DIRECTOR COMPENSATION
COMPONENTS OF DIRECTOR COMPENSATION
COMPONENTS OF DIRECTOR COMPENSATION
| ANNUAL INDEPENDENT DIRECTOR COMPENSATION | ADDITIONAL ANNUAL CASH COMPENSATION | | | | Lead Independent Director – $35,000 | | | | AUDIT COMMITTEE Chair – $25,000 Member – $12,500 COMPENSATION COMMITTEE Chair – $15,000 Member – $7,500 | GOVERNANCE COMMITTEE Chair – $12,500 Member – $7,500 SUSTAINABILITY COMMITTEE Chair – $7,500 Member – $5,000 |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table provides additional detail regarding the 2025 compensation of our non-employee directors:
DIRECTOR COMPENSATION TABLE
| | | STOCK | | | | FEE PAID IN CASH | AWARDS | TOTAL | | NAME(1) | ($)(2) | ($)(3) | ($) | | Theodore R. Antenucci | 91,978 | 90,000 | 181,978 | | Ebs Burnough(4) | 112,144 | 90,000 | 202,144 | | Jonathan M. Glaser(5) | 69,478 | 90,000 | 159,478 | | Robert L. Harris II(6) | 77,500 | 90,000 | 167,500 | | Mark D. Linehan(7) | 76,467 | 90,000 | 166,467 | | Christy Haubegger(4) | 117,666 | 90,000 | 207,666 | | Andrea Wong | 67,500 | 90,000 | 157,500 | | Michael Nash(8) | 68,869 | 90,000 | 158,869 | | Barry A. Sholem | 67,508 | 90,000 | 157,508 | | T. Ritson Ferguson(7) | 2,853 | 61,890(9) | 64,743 | | Jon E. Bortz(5) | - | 41,671(9) | 41,671 |
DIRECTOR COMPENSATION TABLE
| (1) Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2025 and did not receive compensation for his services as a director. All compensation paid to Mr. Coleman for the services he provided to us in 2025 is reflected in the Summary Compensation Table. |
DIRECTOR COMPENSATION TABLE
| (2) Reflects cash retainer fees actually paid in 2025. |
DIRECTOR COMPENSATION TABLE
| (3) Each non-employee director serving on our Board on May 14, 2025, the date of our 2025 Annual Meeting of Stockholders, received a grant of RSUs valued at $90,000 on the grant date, with the number of shares determined by dividing $90,000 by the closing price of our common stock on the grant date. Each RSU award will vest, and the restrictions thereon will lapse, in three equal annual installments on each of the first three anniversaries of May 14, 2025, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of RSU awards granted in 2025 computed in accordance with ASC Topic 718, Compensation—Stock Compensation, or ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to directors in Notes 2 and 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 27, 2026. As of December 31, 2025, Messrs. Antenucci and Sholem, and Ms. Wong each held 9,762 RSUs, Mr. Harris held 9,069 RSUs, Mr. Nash held 8,715 RSUs, Mr. Ferguson held 2,997 RSUs, and Mr. Bortz held 2,932 RSUs. |
DIRECTOR COMPENSATION TABLE
| (4) Mr. Burnough and Ms. Haubegger each resigned from our Board, effective June 25, 2025. |
DIRECTOR COMPENSATION TABLE
| (5) Mr. Glaser resigned from our Board effective December 2, 2025. In connection with Mr. Glaser’s resignation, Mr. Bortz was appointed to our Board as his successor. |
DIRECTOR COMPENSATION TABLE
| (6) Mr. Harris was appointed as Lead Independent Director effective March 24, 2026. |
DIRECTOR COMPENSATION TABLE
| (7) Mr. Linehan resigned from our Board effective September 11, 2025. In connection with Mr. Linehan’s resignation, Mr. Ferguson was appointed to our Board as his successor. |
DIRECTOR COMPENSATION TABLE
| (8) Mr. Nash will not stand for re-election at the 2026 Annual Meeting. |
DIRECTOR COMPENSATION TABLE
| (9) Upon Messrs. Ferguson and Bortz joining the Board in September 2025 and December 2025, respectively, each received a grant of 2,997 RSUs (adjusted to reflect the one-for-seven reverse stock split we completed on December 1, 2025) and 2,932 RSUs, respectively, representing a prorated portion of the annual RSU award granted to our non-employee directors on the date of our 2025 Annual Meeting. |
2025 COMPANY PERFORMANCE: A YEAR OF FOCUSED ACTION
| (1) $20.8 million comprised of executive forfeiture of performance unit awards ($14.3 million) and $6.5 million year-over-year improvement in reported full-year G&A. |
2025 SAY-ON-PAY OUTCOME AND OUR RESPONSE
| STOCKHOLDER CONCERN | ACTIONS TAKEN | IMPACT | | Magnitude of Reported Compensation Investors expressed concern regarding the level of reported compensation, particularly in light of Company performance and market conditions | Voluntary forfeiture of 2024 performance-based equity awards by CEO, President and CFO Funded 2025 bonuses at 20% below target levels Actions resulted in reduced actual 2025 bonus payouts by 36% compared to 2024 Redesigned 2026 plan, reducing CEO target compensation by 38%, and reduced target long-term incentive award values for all NEOs | Meaningful reduction in both target and realized compensation levels Reinforced alignment between pay outcomes and Company performance Demonstrated responsiveness to stockholder concerns regarding pay magnitude | | Use of Front-Loaded Equity Awards Investors indicated the structure and disclosure of front-loaded awards were difficult to understand and expressed a preference for annual awards | Eliminated front-loaded equity award structure for 2026 Adopted a simplified annual equity grant approach beginning in 2026 Redesigned long-term incentive program with clear TSR-based metrics | Significantly improved transparency and understandability of the program Enhanced investor confidence in compensation design | | Pay-for-Performance Alignment Stockholders emphasized the importance of strong linkage between pay outcomes and Company performance, including downside risk | Reduced bonus payouts to reflect stock price performance Implemented new framework for 2026 with increased emphasis on performance-based equity tied to absolute and relative TSR 2026 framework also reduces maximum payout opportunities to 150% of target Maintained multi-year vesting and post-vest holding requirements (consistent with prior years) | Greater proportion of compensation at risk Stronger alignment between realized pay and stockholder returns Reinforced long-term focus of the program | | Cost Discipline and G&A Reduction Investors highlighted the importance of prudent cost management, including executive compensation | Implemented compensation-related cost reductions as part of broader G&A initiatives Eliminated personal use of Company-sponsored aircraft arrangements Reduced Board size and director compensation Forfeiture of performance-based awards contributed to cost savings | $20.8M in total G&A savings in 2025 Demonstrated commitment to cost discipline across the organization Aligned executive compensation actions with broader Company cost initiatives | | Transparency and Disclosure Investors requested clearer disclosure of how compensation is structured and how outcomes are realized over time | Enhanced CD&A disclosure, including new sections on compensation perspectives and pay-for-performance alignment Provided forward-looking disclosure of 2026 compensation program Clarified differences between reported and realizable compensation | Improved clarity and transparency for investors Enabled better understanding of compensation outcomes and program design |
2025: Decisive Actions to Reduce Compensation and Align with Stockholders
| | No Equity Grants for CEO, President and CFO Consistent with the design of the 2024 front-loaded awards, no equity was granted in 2025 to our CEO, President or CFO |
2025: Decisive Actions to Reduce Compensation and Align with Stockholders
| | Voluntary Forfeiture of Performance-Based Awards The CEO, President and CFO voluntarily forfeited 2024 performance-based equity awards, with no replacement awards granted |
2025: Decisive Actions to Reduce Compensation and Align with Stockholders
| | Meaningful Reduction in Bonus Payouts 2025 bonuses were funded below target, resulting in a 36% decrease compared to 2024 |
2025: Decisive Actions to Reduce Compensation and Align with Stockholders
| | No Increases to Base Salary or Target Bonus Opportunities Compensation levels remained unchanged, consistent with a disciplined approach to cost management |
2026: Simplified and Redesigned Compensation Program
| | New TSR-Based Long-Term Incentive Plan |
2026: Simplified and Redesigned Compensation Program
| | Reduced Maximum Payout Opportunity Performance-based equity capped at 150% of target (down from 200%–250% under prior programs) |
2026: Simplified and Redesigned Compensation Program
Equity awards subject to multi-year vesting and post-vest holding requirements, resulting in up to six years of alignment
2026: Simplified and Redesigned Compensation Program
| | Return to Formulaic Bonus Program Reintroduction of objective, performance-based cash incentive metrics |
2026: Simplified and Redesigned Compensation Program
| | No Increases to Base Salary or Target Bonus Opportunities |
Understanding the Different Perspectives
| COMPENSATION PERSPECTIVE | WHAT IT REPRESENTS | HOW IT IS USED | | Target Compensation | Intended compensation opportunity at the beginning of the year Base Salary Target Cash Bonus Long-Term Incentives: Intended target value of time-based and performance-based equity awards, including the annualized value of the 2024 front-loaded equity awards over two years ($8M in each 2024 and 2025) | Useful for comparing compensation opportunities across companies, irrespective of performance | | Realizable Compensation | Current value of compensation based on actual bonus outcomes and stock price Base Salary Actual Cash Bonus Earned Long-Term Incentives: Realizable value of time-based and performance-based equity awards granted in each year, based on the current stock price, with 2024 front-loaded awards annualized over the two-year period and adjusted to reflect the voluntary forfeiture of performance-based awards (based on a March 13, 2026 stock price of $6.50) | Best method to illustrate the pay-for-performance alignment of our program | | Reported Compensation (Summary Compensation Table) | Compensation as calculated under SEC rules, which may differ significantly from value ultimately realized Base Salary Actual Cash Bonus Earned Long-Term Incentives: Grant date fair value of the time-based and performance-based equity awards granted during each year, calculated under SEC rules in which the front-loaded awards were only reportable as 2024 compensation | Required for SEC disclosure and standardized reporting |
How We Determine Executive Compensation
| COMPENSATION COMMITTEE | COMPENSATION CONSULTANT: FERGUSON PARTNERS CONSULTING | HPP MANAGEMENT | | Reviews and approves all executive compensation decisions for the most senior executives Evaluates Company performance, individual performance and stockholder feedback in determining outcomes Oversees design of the compensation program to ensure alignment with stockholder interests Exercises independent judgment in all compensation matters | Advises the Committee on compensation design, governance practices and industry trends Provides independent market data and peer group benchmarking analysis Supports the Compensation Committee in evaluating the competitiveness and structure of executive compensation Reports directly to the Compensation Committee and does not provide other services to the Company | CEO provides input on individual performance for other NEOs and results against key non-financial business goals Assists in evaluating Company performance against key operational and strategic objectives Provides information and recommendations as requested by the Committee |
Executive Compensation Peer Group
Executive Compensation Peer Group The Compensation Committee reviews the Company’s executive compensation peer group annually to ensure it remains appropriate based on size, business mix and market comparability. For 2025, with the assistance of its independent compensation consultant, Ferguson Partners Consulting (FPC), the Compensation Committee applied an objective selection framework focused on internally-managed office REITs and diversified REITs with meaningful office exposure. The Committee excluded companies that were significantly larger, undergoing strategic transactions or had business models that were not comparable to the Company. The resulting peer group remained generally consistent with prior years, with the addition of COPT Defense Properties, Inc. and the removal of Paramount Group following its acquisition. Peer group data is used as one input in the Compensation Committee’s decision-making process. The Committee considers this data alongside Company performance, individual performance and other relevant factors, and does not rely on a formulaic approach to determine executive compensation.
Executive Compensation Peer Group
| 2025 PEER GROUP | | | Brandywine Realty Trust (BDN) Cousins Properties Incorporate (CUZ) COPT Defense Properties (CDP) Douglas Emmett, Inc. (DEI) Empire State Realty Trust, Inc. (ESRT) Highwoods Properties, Inc. (HIW) | JBG SMITH Properties (JBGS) Kilroy Realty Corporation (KRC) Piedmont Office Realty Trust (PDM) SL Green Realty Corp. (SLG) Vornado Realty Trust (VNO) |
Annual Cash Incentive Compensation
Annual Cash Incentive Compensation
2025 Cash Bonus Opportunities
2025 Cash Bonus Opportunities Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation dependent on Company and individual performance. For 2025, cash bonus opportunities at threshold, target and maximum for the NEOs remained unchanged from 2024 levels:
2025 Cash Bonus Opportunities
| EXECUTIVE | THRESHOLD | TARGET | MAXIMUM | | Victor J. Coleman | 105% | 175% | 262.5% | | Mark T. Lammas | 78% | 130% | 195.0% | | Harout Diramerian | 69% | 115% | 172.5% | | Arthur X. Suazo | 69% | 115% | 172.5% | | Drew B. Gordon | 69% | 115% | 172.5% | | Andrew L. Wattula | 69% | 115% | 172.5% |
2025 Cash Bonus Opportunities
| No increase to 2025 cash bonus opportunities. No increase made to cash bonus opportunities for 2026. |
2025 Cash Bonus Scorecard
2025 Cash Bonus Scorecard For 2025, the Compensation Committee, with its independent consultant, evaluated an appropriate cash bonus structure during a transitional year for the Company. It was determined that (i) key priorities for this year were largely non-quantifiable, (ii) establishing threshold, target and maximum goals for office leasing and NOI would be difficult as we implemented strategic actions affecting our organization and financial structure, and (iii) funding above target should require substantial effort well beyond normal “stretch goals” given G&A reduction goals for the year. Based on a comprehensive evaluation of other REIT bonus structures during transitional periods, a balanced framework for the cash bonus scorecard was adopted. The 2025 cash bonus framework was allocated 40% to portfolio operations, emphasizing leasing financial/portfolio performance, and 40% to strategic priorities directly tied to strengthening our capital structure and improving our financial position. The remaining 20% was based on individual performance and any other factors deemed appropriate by the Compensation Committee.
2025 Cash Bonus Scorecard
| COMPANY GOALS | WEIGHTING | 2025 PERFORMANCE | | Portfolio Operations | 40% | Achieved 2.2 million square feet of leasing, the strongest performance since 2019 Positive absorption in third and fourth quarters, with year-end in-service office portfolio 76.3% occupied (compared to 78.3% in 2024) Year-end trailing 12-month in-service studio stages 69.1% leased, or 86.2% leased excluding Sunset Glenoaks Studios development (76.8% leased in 2024, excludes Sunset Glenoaks) Same-store cash NOI of $347.2 million (compared to $390.9 million in 2024) | | Strategic Priorities | 40% | Year-end HPP’s share of debt, net/HPP’s share of undepreciated book value of 31.9% (compared to 38.4% in 2024) $933.7 million of total liquidity (compared to $518.3 million in 2024) $690.0 million equity capital raise, including $300.0 million cornerstone investment from Cohen & Steers Completed asset sales generating $328.0 million of gross proceeds G&A expense of $58.7 million, excluding one-time items (compared to $79.5 million in 2024) $25.0 million of cost savings (annualized) at Quixote production services business | | Individual Performance & Discretion | 20% | Executed key strategic actions to strengthen capital structure Implemented technical adjustments following reverse stock split to preserve alignment between LTIP units and common equity, without increasing value or dilution Stock price performance below expectations |
2025 Cash Bonus Payouts
2025 Cash Bonus Payouts Bonuses were funded at 80% of target (20% below target), resulting in a 36% decrease in actual bonus payouts compared to 2024. In determining payouts, the Compensation Committee evaluated the Company’s performance across its key priorities. The Committee recognized strong execution in certain areas, including achieving the Company’s highest leasing volume since 2019 and making meaningful progress on strategic initiatives to strengthen the balance sheet and liquidity. At the same time, the Committee considered overall financial performance and stock price results, which remained below expectations. As a result, the Committee exercised downward discretion to ensure that compensation outcomes appropriately reflected stockholder experience. The Compensation Committee believes this outcome demonstrates the effectiveness of our pay-for-performance framework, with compensation outcomes aligned to both operational performance and stockholder returns. The 2025 annual cash bonuses paid to our NEOs are as follows:
2025 Cash Bonus Payouts
| | 2025 BONUS | 2024 BONUS | % CHANGE | | EXECUTIVE | ($) | ($) | | | Victor J. Coleman | 1,400,000 | 2,187,501 | ‑36% | | Mark T. Lammas | 792,480 | 1,238,251 | ‑36% | | Harout Diramerian | 435,160 | 679,938 | ‑36% | | Arthur X. Suazo | 531,760 | 830,876 | ‑36% | | Drew B. Gordon | 508,300 | 794,220 | ‑36% | | Andrew L. Wattula | 464,600 | N/A | N/A |
2025 Cash Bonus Payouts
| Cash bonuses funded 20% below target, resulting in a 36% year-over-year decrease from 2024 bonuses. |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation Long-term equity incentives are a key component of our executive compensation program and designed to align executive compensation with long-term stockholder value. Equity awards are delivered in the form of LTIP units and include both time-based and performance-based awards, which are subject to multi-year vesting and post-vest holding requirements.
2025 Equity Awards
2025 Equity Awards Consistent with the design of the 2024 front-loaded awards, no equity grants were made in 2025 to the CEO, President or CFO. For our other NEOs, our Compensation Committee continued to emphasize retention during a period of operational transition. Time-based LTIP unit awards were granted at levels consistent with 2024.
2025 Equity Awards
| | 2025 LTIP UNIT AWARDS | 2024 LTIP UNIT AWARDS | | | (GRANTED IN JANUARY 2025) | (GRANTED IN JANUARY 2024) | | EXECUTIVE | ($)(1) | ($) | | Arthur X. Suazo | 1,125,000 | 1,125,000 | | Drew B. Gordon | 940,000 | 940,000 | | Andrew L. Wattula | 940,000 | 940,000 |
2025 Equity Awards
| (1) These awards vest over three years, subject to continued service, and are subject to an additional three-year post-vest holding period, reinforcing long-term alignment with stockholders. Amounts reflect dollar-denominated values of LTIP unit awards. The grant date fair values, computed in accordance with ASC 718, are $861,386, $719,724, and $719,724 for Messrs. Suazo, Gordon and Wattula, respectively. |
Compensation Actions
| | The CEO, President and CFO voluntarily forfeited their 2024 performance-based equity awards, with no replacement awards granted |
Capital Structure Actions
| | Outstanding RSU and LTIP unit awards were adjusted proportionally to reflect the reverse split |
Equity Plan Adjustments
| | These changes preserved the existing economic structure and one-for-one redemption feature of LTIP Units |
2023 Performance Unit Program
2023 Performance Unit Program The 2023 Performance Unit program completed its three-year performance period on December 31, 2025.
2023 Performance Unit Program
| | Operational performance for the one-year performance period ending December 31, 2023 resulted in a payout of 68% |
2023 Performance Unit Program
| | This was reduced based on relative TSR performance equal to -7,380 bps achieved during the three-year performance period, resulting in a final payout of 40.8% of units granted |
2023 Performance Unit Program
Earned units remain subject to a two-year post-vest holding requirement, reinforcing long-term alignment with stockholder interests.
2026 Compensation Framework
| Significantly reduced target long-term incentive (LTI) values for the CEO, President and CFO, reflecting a disciplined approach to compensation levels No increases to base salaries or cash bonus opportunities for our NEOs Return to a formulaic annual cash bonus scorecard based on objective performance criteria Balanced LTI structure, with awards delivered through a mix of time-based and performance-based equity Simplified performance-based equity design, with awards earned based on absolute and relative TSR over a three-year performance period Reduced maximum payout opportunity for performance-based equity, capped at 150% of target (compared to 200% under the 2024 front-loaded awards and 250% under prior programs) As part of this redesign, compensation opportunities were meaningfully reduced, particularly for our CEO: |
2026 Compensation Framework
| | | (1) | | CEO COMPENSATION REDUCTIONS | | | | ↓ 51% grant date value of long-term incentive award | ↓ 38% compensation opportunity at target | ↓ 46% total maximum potential compensation opportunity |
New 2026 LTIP Program for the CEO, President and CFO
New 2026 LTIP Program for the CEO, President and CFO The Compensation Committee approved a new long-term incentive program for 2026 designed to strengthen alignment with stockholder interests and emphasize long-term value creation. The program features a simplified structure and a balanced mix of time-based and performance-based equity awards. In developing this program, the Compensation Committee reviewed market practices among comparable REITs and sought to adopt a balanced design that aligns with market practices while managing compensation expense and dilution. The program is designed to provide a balanced mix of retention and performance-based incentives, with strong emphasis on long-term stockholder alignment. Key features of the 2026 long-term incentive program are summarized below:
New 2026 LTIP Program for the CEO, President and CFO
| VEHICLE | WEIGHTING | KEY FEATURES | | Time-Based LTIP Units | 50% | Vest ratably over a three-year period Vested units subject to a three-year post-vest holding period, resulting in a six-year total alignment period with stockholders | | Performance-Based LTIP Units | 50% | Earned based on absolute and relative TSR performance compared to the Nareit Office REIT Index Absolute TSR (50%): Requires 15% compound annual growth to achieve maximum payout (above the REIT industry average of 12%) Relative TSR (50%): Requires performance at the 75th percentile to achieve maximum payout Maximum payout capped at 150% of target (compared to 200% or higher in many REIT programs) Earned units vest at the end of a three-year performance period but are subject to a two-year post-vest holding period |
New 2026 LTIP Program for the CEO, President and CFO
The following table summarizes the performance metrics and payout structure for the 2026 performance-based LTIP Units:
New 2026 LTIP Program for the CEO, President and CFO
| METRIC | WEIGHTING | THERSHOLD (50% PAYOUT) | TARGET (100% PAYOUT) | MAXIMUM (150% PAYOUT) | | Relative TSR vs. Nareit Office Index | 50% | 25th Percentile | 50th Percentile | 75th Percentile | | Absolute TSR (compound annualized growth rate) | 50% | 5% | 10% | 15% |
New 2026 LTIP Program for the CEO, President and CFO
If performance falls between the levels specified in the table above, the applicable portion of the Performance-Based LTIP Units to be earned will be determined by straight-line interpolation between the specified levels. If performance is below the threshold level, no units shall be earned. The following table illustrates the reduction in target long-term incentive award values for our CEO, President and CFO as part of the 2026 compensation redesign:
New 2026 LTIP Program for the CEO, President and CFO
| | 2026 TARGET LTIP VALUE | ANNUALIZED VALUE OF FRONT-LOADED 2024 LTIP UNIT AWARDS | % CHANGE | | EXECUTIVE | ($) | ($) | | | Victor J. Coleman | $3,885,710 | $8,000,000 | ‑51% | | Mark T. Lammas | $1,780,940 | $3,500,000 | ‑49% | | Harout Diramerian | $604,248 | $1,250,000 | ‑52% |
Risk Mitigation
| PAY STRUCTURE CONTROLS | ALIGNMENT WITH STOCKHOLDERS | GOVERNANCE SAFEGUARDS | | Cap on incentive payouts Multiple performance metrics Payout range (no “all-or-nothing” outcomes) | Balanced mix of short- and long-term incentives 2-3 year post-vesting holding period Stock ownership guidelines | Clawback policy Anti-hedging and anti-pledging policy |
Clawback Policy
Clawback Policy We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, and which can be recovered from time- vesting or performance-vesting equity compensation (in addition to other forms of compensation).
Severance and Change in Control Benefits
Severance and Change in Control Benefits As described in the “Summary of Potential Payments Upon Termination or Change in Control” section beginning on page 55, we have entered into employment agreements with our NEOs that provide for severance and change in control benefits, as well as other terms and conditions of employment. The treatment of outstanding equity-based awards upon a termination or change in control is governed by the applicable award agreements. We believe these arrangements promote stability and continuity of leadership and help ensure that our executives remain focused on their responsibilities, including in the context of potential changes in employment or control.
Section 280G of the Internal Revenue Code
Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction for certain excess parachute payments made in connection with a change in control, and Section 4999 imposes a 20% excise tax on the recipient of such payments. Parachute payments generally include compensation triggered by a change in control, such as severance, bonuses, certain benefits and accelerated vesting of equity awards. In evaluating compensation arrangements, the Compensation Committee considers the potential impact of Sections 280G and 4999. However, the Committee may approve arrangements that result in such tax consequences if it determines they are appropriate to attract and retain executive talent.
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025 The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2023, December 31, 2024 and December 31, 2025.
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025
| | | | | | NON-EQUITY | | | | | | | | | INCENTIVE | | | | | | | | STOCK | PLAN | ALL OTHER | | | NAME AND PRINCIPAL | | SALARY | BONUS | AWARDS | COMPENSATION | COMPENSATION | TOTAL | | POSITION (2025) | YEAR | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Victor J. Coleman | 2025 | 1,000,000 | 1,400,000 | 356,326 | - | 10,557 | 2,766,883 | | Chief Executive Officer and | 2024 | 1,000,000 | 350,000 | 21,567,422(5) | 1,837,501 | 46,711 | 24,801,634 | | Chairman of the Board | 2023 | 1,000,000 | 192,500 | 6,192,162 | 743,750 | 241,267 | 8,369,679 | | Mark T. Lammas | 2025 | 762,000 | 792,480 | 160,885 | - | 10,557 | 1,725,922 | | President and Treasurer | 2024 | 762,000 | 198,120 | 9,435,745(5) | 1,040,131 | 11,579 | 11,447,575 | | | 2023 | 762,000 | 108,966 | 2,829,428 | 421,005 | 9,646 | 4,131,045 | | Harout Diramerian | 2025 | 473,000 | 435,160 | 55,271 | - | 10,557 | 973,988 | | Chief Financial Officer | 2024 | 473,000 | 108,790 | 3,369,910(5) | 571,148 | 11,552 | 4,534,400 | | | 2023 | 473,000 | 89,752 | 966,739 | 346,768 | 9,646 | 1,885,905 | | Arthur X. Suazo | 2025 | 578,000 | 531,760 | 901,903 | - | 10,557 | 2,022,220 | | Executive Vice President, | 2024 | 578,000 | 132,940 | 892,985 | 697,936 | 11,579 | 2,313,440 | | Leasing Executive | 2023 | 578,000 | 146,234 | 758,734 | 564,995 | 9,646 | 2,057,609 | | Drew Gordon | 2025 | 552,500 | 508,300 | 753,308 | - | 10,557 | 1,824,665 | | Chief Investment Officer | 2024 | 552,500 | 127,075 | 746,139 | 667,145 | 11,579 | 2,104,438 | | Andrew L. Wattula | 2025 | 505,500 | 464,600 | 748,259 | - | 10,557 | 1,728,916 | | Chief Operating Officer | | | | | | | |
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025
| (1) Amounts represent discretionary bonuses paid to our NEOs under our 2025 cash bonus program in respect of the Compensation Committee’s assessment of individual and corporate performance during the applicable fiscal year. |
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025
| (2) Amounts for 2025 reflect the full grant-date fair value of LTIP Unit awards and the increase in the incremental fair value of existing LTIP Units due to the amendments to the operating partnership agreement effected in December 2025. The resulting incremental value disclosed herein reflects on the accounting-driven reclassification and does not reflect any incremental economic benefit, realizable value, or additional award opportunity to the applicable recipients. See “Long-Term Equity Incentive Compensation—Special Actions in 2025” for additional information. |
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025
| (3) The amounts shown represent the non-discretionary bonuses earned in the applicable year under our cash bonus program. |
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025
| (4) Amounts for all NEOs represent $9,200 for the Company’s 401(k) match, $684 for life insurance premiums, $193 in short-term disability premiums and $480 for long-term disability premiums. |
SUMMARY COMPENSATION TABLE – 2023, 2024 AND 2025
| (5) The voluntary forfeiture of the 2024 performance-based equity awards by Messrs. Coleman, Lammas, and Diramerian eliminated over 65% of the 2024 stock award value shown for each of those individuals in the table above. The forfeited awards had a combined grant-date fair value of $22,353,048, based on the values calculated in accordance with ASC Topic 718. Adjusted for that forfeiture, the grant-date fair value for the 2024 stock awards to Messrs. Coleman, Lammas, and Diramerian are $7,541,980, $3,299,614, and $1,178,435, respectively, which were granted on the basis that no equity awards be granted to Messrs. Coleman, Lammas, and Diramerian in 2025. |
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025 The following table sets forth information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2025.
GRANTS OF PLAN-BASED AWARDS IN 2025
| | | ESTIMATED POSSIBLE PAYOUTS | | | ESTIMATED FUTURE PAYOUTS | | | | | | | | UNDER NON-EQUITY INCENTIVE PLAN | | | UNDER EQUITY INCENTIVE PLAN | | | | | | | | AWARDS(1) | | | AWARDS | | | | | | | | | | | | | | ALL OTHER | GRANT | | | | | | | | | | STOCK | DATE FAIR | | | | | | | | | | AWARDS: | VALUE OF | | | | | | | | | | NUMBER OF | STOCK | | | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | SHARES | AWARDS | | NAME | DATE | ($) | ($) | ($) | (#) | (#) | (#) | OF STOCK | ($) | | Victor J. Coleman | | $— | $— | $— | — | — | — | — | — | | | | — | — | — | — | — | — | — | 356,326(1) | | Mark T. Lammas | | — | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | 160,885(1) | | Harout Diramerian | | — | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | 55,271(1) | | Arthur X. Suazo | | — | — | — | — | — | — | — | — | | | 1/1/2025(2) | — | — | — | — | — | — | 53,041 | 861,386(3) | | | | — | — | — | — | — | — | — | 40,517(1) | | Drew Gordon | | — | — | — | — | — | — | — | — | | | 1/1/2025(2) | — | — | — | — | — | — | 44,318 | 719,724 | | | | — | — | — | — | — | — | — | 33,583(1) | | Andrew L. Wattula | | — | — | — | — | — | — | — | — | | | 1/1/2025(2) | — | — | — | — | — | — | 44,318 | 719,724(3) | | | | — | — | — | — | — | — | — | 28,534(1) |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (1) Reflects the incremental increase in fair value of certain LTIP Units held by our NEOs stemming from technical amendments to the operating partnership agreement effected in December 2025 as required under ASC 718. The resulting incremental fair value increase reflects only adjustments to certain accounting assumptions and corresponding non-cash GAAP expense, with no changes to the existing economic structure, vesting, redemption rights, or realizable value for such units. See "Special Actions in 2025—Equity Plan Adjustments" for additional information. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (2) The Compensation Committee approved LTIP Unit awards for Messrs. Suazo, Gordon, and Wattula, effective January 1, 2025. These awards vest in three equal, annual installments on each of January 1, 2026, January 1, 2027, and January 1, 2028, subject to continued service with us through the applicable vesting date. Awards are further subject to accelerated vesting upon certain terminations as described in the section entitled “Potential Payments Upon Termination or Change in Control.” The number of LTIP units reflected in the table gives effect to the one-for-seven reverse stock split implemented in December 2025. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (3) Amounts reflect the full grant date fair value of LTIP Unit awards granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all awards made to executive officers in 2025 in Notes 2 and 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 27, 2026. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by the individual). |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table summarizes the number of shares of common stock and operating partnership units underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025. The number of shares and operating partnership units reflected in the following table gives effect to the one-for-seven reverse stock split implemented in December 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | | | | EQUITY INCENTIVE PLAN | | | | | EQUITY INCENTIVE | AWARDS: MARKET OR | | | NUMBER OF | | PLAN AWARDS: | PAYOUT VALUE OF | | | SHARES OF | MARKET VALUE OF | NUMBER OF | UNEARNED SHARES, | | | STOCK | SHARES OF STOCK | UNEARNED SHARES, | UNITS OR OTHER RIGHTS | | | THAT HAVE NOT | THAT HAVE NOT | UNITS OR OTHER | THAT HAVE NOT | | | VESTED | VESTED | RIGHTS THAT HAVE NOT VESTED | VESTED | | NAME | (#) | ($) | (#) | ($) | | Victor J. Coleman | 19,576(1) | $212,008(2) | — | — | | | 116,321(3) | 1,259,756(2) | — | — | | Mark T. Lammas | 8,565(1) | $92,759(2) | — | — | | | 50,891(3) | 551,150(2) | — | — | | Harout Diramerian | 3,060(1) | $33,140(2) | — | — | | | 18,176(3) | 196,846(2) | — | — | | Arthur X. Suazo | 3,060(1) | $33,140(2) | — | — | | | 11,508(3) | 124,632(2) | — | — | | | 53,041(4) | 574,434(2) | — | — | | Drew Gordon | 2,154(1) | $23,328(2) | — | — | | | 9,615(3) | 104,130(2) | — | — | | | 44,318(4) | 479,964(2) | — | — | | Andrew L. Wattula | 2,154(1) | $23,328(2) | — | — | | | 9,615(3) | 104,130(2) | — | — | | | 44,318(4) | 479,964(2) | — | — |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (1) Consists of awards of LTIP Units granted on January 1, 2023, which vested in three substantially equal installments on each of January 1, 2024, 2025 and 2026, subject to continued service with us through the applicable vesting dates. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (2) The market value of shares of LTIP Units that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2025 ($10.83) by the number of unvested units outstanding under the award. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (3) Consists of awards of LTIP Units granted on January 1, 2024. For Messrs. Coleman, Lammas and Diramerian, awards vest in five equal, annual installments on each of January 1, 2025, January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029, subject to continued service with us through the applicable vesting dates. For Messrs. Suazo, Gordon and Wattula, awards vest in three equal, annual installments on each of January 1, 2025, January 1, 2026 and January 1, 2027, subject to continued service with us through the applicable vesting dates. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (4) Consists of awards of LTIP Units granted on January 1, 2025, which vest in three substantially equal installments on each of January 1, 2026, 2027 and 2028, subject to continued service with us through the applicable vesting dates. |
2025 OPTION EXERCISES AND STOCK VESTED
2025 OPTION EXERCISES AND STOCK VESTED The following table summarizes vesting of stock applicable to our NEOs during the year December 31, 2025. None of the NEOs held any options during 2025.
2025 OPTION EXERCISES AND STOCK VESTED
| | NUMBER OF SHARES | VALUE REALIZED | | | ACQUIRED ON VESTING | ON VESTING | | NAME | (#) | ($)(1) | | Victor J. Coleman | 64,801 | $1,363,128 | | Mark T. Lammas | 28,349 | 596,338 | | Harout Diramerian | 10,107 | 212,943 | | Arthur X. Suazo | 10,830 | 228,292 | | Drew Gordon | 8,912 | 187,658 | | Andrew L. Wattula | 8,860 | 186,591 |
2025 OPTION EXERCISES AND STOCK VESTED
| (1) Amounts shown are calculated by multiplying the fair market value of our common stock on the applicable vesting date by the number of LTIP Units that vested on such date. |
Summary of Potential Payments Upon Termination or Change in Control
Summary of Potential Payments Upon Termination or Change in Control The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2010 Plan.
Summary of Potential Payments Upon Termination or Change in Control
| | | | | | | TERMINATION | | | | | | | | WITHOUT | | | | | | TERMINATION | | CAUSE OR | | | | | | WITHOUT | | FOR GOOD | | | | | | CAUSE OR | | REASON IN | | | | | | FOR GOOD | | CONNECTION | | | | | | REASON (NO | CHANGE IN | WITH A | | | | | | CHANGE IN | CONTROL (NO | CHANGE IN | | | BENEFIT | DEATH | DISABILITY | CONTROL) | TERMINATION) | CONTROL | | NAME | | ($) | ($) | ($) | ($)(1) | ($)(1) | | Victor J. Coleman | Cash Severance(2) | 3,030,001 | 3,030,001 | 9,090,003 | — | 13,090,003 | | | Continued Health | 19,882 | 19,882 | 59,645 | — | 59,645 | | | Equity Acceleration | 1,471,764(4) | 1,471,764(4) | 1,471,764(4) | 1,471,764(5) | 1,471,764(4) | | | Life Insurance(5) | 750,000 | — | — | — | — | | | Total | 5,271,647 | 4,521,647 | 10,621,412 | 1,471,764 | 14,621,412 | | Mark T. Lammas | Cash Severance(2) | — | — | 3,822,194 | — | 7,483,291 | | | Continued Health | — | — | 42,616 | — | 42,616 | | | Equity Acceleration | 643,909(4) | 643,909(4) | 643,909(4) | —(5) | 643,909(4) | | | Life Insurance(5) | 750,000 | — | — | — | — | | | Total | 1,393,909 | 643,909 | 4,508,719 | — | 8,169,816 | | Harout Diramerian | Cash Severance(2) | — | — | 1,103,983 | — | 2,832,966 | | | Continued Health | — | — | 38,862 | — | 38,862 | | | Equity Acceleration | 229,986(4) | 229,986(4) | 229,986(4) | 229,986(5) | 229,986(4) | | | Life Insurance(5) | 750,000 | — | — | — | — | | | Total | 979,986 | 229,986 | 1,372,831 | 229,986 | 3,101,814 | | Arthur X. Suazo | Cash Severance(2) | — | — | 1,349,053 | — | 3,823,106 | | | Continued Health | — | — | 15,504 | — | 15,504 | | | Equity Acceleration | 732,206(4) | 732,206(4) | 732,206(4) | 732,206(5) | 732,206(4) | | | Life Insurance(5) | 750,000 | — | — | — | — | | | Total | 1,482,206 | 732,206 | 2,096,763 | 732,206 | 4,570,816 | | Drew B. Gordon | Cash Severance(2) | — | — | 1,289,536 | — | 3,519,072 | | | Continued Health | — | — | 42,501 | — | 42,501 | | | Equity Acceleration | 607,422(4) | 607,422(4) | 607,422(4) | 607,422(5) | 607,422(4) | | | Life Insurance(5) | 750,000 | — | — | — | — | | | Total | 1,357,422 | 607,422 | 1,939,459 | 607,422 | 4,168,995 | | Andrew L. Wattula | Cash Severance(2) | — | — | 1,178,671 | — | 3,297,342 | | | Continued Health | — | — | 38,862 | — | 38,862 | | | Equity Acceleration | 607,422(4) | 607,422(4) | 607,422(4) | 607,422(5) | 607,422(4) | | | Life Insurance(5) | 750,000 | — | — | — | — | | | Total | 1,357,422 | 607,422 | 1,824,955 | 607,422 | 3,943,626 |
Summary of Potential Payments Upon Termination or Change in Control
| (1) In accordance with the employment agreement terms, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the executive officer that are more favorable than the net after-tax payments and benefits payable to the executive officer in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code |
Summary of Potential Payments Upon Termination or Change in Control
Section 280G limits. No executive officer is entitled to any tax gross-up payment in connection with change in control payments (or otherwise).
Summary of Potential Payments Upon Termination or Change in Control
| (2) Cash severance was calculated by multiplying the applicable severance multiple (described above) by the sum of (i) the executive officer’s annual base salary in effect on December 31, 2025; and (ii) the average annual bonus earned by the executive officer during 2023 and 2024. For termination without cause or for good reason in connection with a change in control, amounts also include a pro-rated time-based stock bonus equal to the dollar-denominated value of the most recent time-based annual equity award granted to the executive prior to the date of termination, pro-rated to reflect time employed in the year of termination. For Messrs. Coleman, Lammas and Diramerian, if the termination date occurs on or prior to December 31, 2025, the equity value (from which to calculate the pro-ration) will be equal to half the dollar-denominated amounts of the 2024 LTIP Unit Awards. |
Summary of Potential Payments Upon Termination or Change in Control
| (3) Represents the aggregate premium payments that we would be required to pay to or on behalf of Mr. Coleman to provide continued health insurance coverage under COBRA (based on Mr. Coleman’s health insurance coverage elections as of December 31, 2025) for 12 months in connection with termination due to Death or Disability or 36 months for termination without Cause or for Good Reason. |
Summary of Potential Payments Upon Termination or Change in Control
| (4) Represents, for each executive officer, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding LTIP Units held by the executive officer as of December 31, 2025. As required by applicable disclosure rules, these values reflect a hypothetical termination of the executive’s employment occurring on December 31, 2025. |
Summary of Potential Payments Upon Termination or Change in Control
The value of accelerated LTIP Unit vesting was calculated by multiplying (a) the number of units subject to acceleration by (b) the fair market value of a share of common stock on December 31, 2025 ($10.83).
Summary of Potential Payments Upon Termination or Change in Control
| (5) Represents the life insurance proceeds payable by a third-party insurer under the executive’s life insurance policy upon a termination of employment due to death. |
Summary of Potential Payments Upon Termination or Change in Control
| (6) Represents the aggregate premium payments that we would be required to pay to or on behalf of the applicable executive to provide continued health insurance coverage under COBRA (based on the executive’s health insurance coverage elections as of December 31, 2025) for 18 months. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation actually paid (or “CAP”) to our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, in each case, as compared to (i) our cumulative TSR performance, (ii) our peer group TSR performance, (iii) net income, and (iv) FFO per share (“FFO”), the company’s selected measure. Differences in our Summary Compensation Table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, which take into account a discount for lack of marketability or illiquidity due to post-vesting restrictions and the future performance of the Company and relative performance indices based on Monte Carlo simulations for any market-based awards.
PAY VERSUS PERFORMANCE TABLE
| | | | | | VALUE OF INITIAL | | | | | | | | | | FIXED $100 | | | | | | | | AVERAGE | | INVESTMENT | | | | | | SUMMARY | | SUMMARY | AVERAGE | BASED ON: | | | | | | COMPENSATION | COMPENSATION | COMPENSATION | COMPENSATION | | PEER GROUP | | | | | TABLE | ACTUALLY | TABLE | ACTUALLY | TOTAL | TOTAL | NET | | | | TOTAL FOR | PAID TO | TOTAL FOR | PAID TO | SHAREHOLDER | SHAREHOLDER | INCOME | FFO PER | | | PEO | PEO | OTHER NEOs | OTHER NEOs | RETURN | RETURN | (IN MILLIONS) | SHARE | | YEAR | ($) | ($)(1) | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | | 2025 | $2,766,883 | $(2,078,088) | $1,637,322 | $1,020,041 | $7.82 | $64.37 | $(592.3) | $0.16 | | 2024 | $24,801,634 | $3,611,063 | $5,099,963 | $1,394,558 | $15.31 | $82.08 | $(381.4) | $0.53 | | 2023 | $8,369,679 | $9,129,334 | $2,349,969 | $2,628,308 | $46.18 | $78.74 | $(170.7) | $0.90 | | 2022 | $6,790,340 | $(5,665,170) | $1,997,226 | $(356,855) | $45.17 | $79.22 | $(16.5) | $2.02 | | 2021 | $10,548,816 | $9,505,900 | $2,846,242 | $2,547,509 | $15.31 | $82.08 | $29.0 | $1.99 |
PAY VERSUS PERFORMANCE TABLE
| (1) Reflects compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for each relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year. |
PAY VERSUS PERFORMANCE TABLE
For the time-based LTIP units, fair value represents stock price at the end of each fiscal year multiplied by an illiquidity discount due to their post-vesting restrictions and a discount for book-up risk, where applicable. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. For market-based awards, the fair values were calculated by a Monte Carlo simulation model as of the applicable measurement dates, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate.
PAY VERSUS PERFORMANCE TABLE
| YEAR | PEO | NON-PEO NEOs | | 2025 | Victor J. Coleman | Mark T. Lammas(a), Harout Diramerian, Arthur X. Suazo, Drew Gordon and Andrew L. Wattula | | 2024 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Drew Gordon | | 2023 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Kay L. Tidwell | | 2022 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Kay L. Tidwell | | 2021 | Victor J. Coleman | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo and Steven Jaffe |
PAY VERSUS PERFORMANCE TABLE
| (a) Although we have voluntarily included Mark Lammas in the proxy statement as an NEO for the fiscal year ended December 31, 2025, we have excluded him from the calculations applicable to our non-PEO NEOs in the above table for the fiscal year ended December 31, 2025 because he was not a “named executive officer” under SEC regulations. |
PAY VERSUS PERFORMANCE TABLE
| (2) Based on a fixed investment of $100 on December 31, 2020 in the Company’s stock assuming reinvestment of dividends on the ex-dividend date. |
PAY VERSUS PERFORMANCE TABLE
| (3) Based on a fixed investment of $100 on December 31, 2020 in the Dow Jones U.S. Real Estate Office Index, assuming reinvestment of dividends. |
PAY VERSUS PERFORMANCE TABLE
| (4) FFO is a non-GAAP measure. Refer to Appendix A for a definition of FFO and a reconciliation of net income to FFO. |
PAY VERSUS PERFORMANCE TABLE
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
PAY VERSUS PERFORMANCE TABLE
| ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID FOR PEO | 2025 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2025 | (356,326) | | Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2024 FY End, determined as of 2025 FY End | — | | Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Vested during 2025, determined as of Vesting Date | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2025 FY End, determined based on change in ASC 718 Fair Value from 2024 FY End to 2025 FY End | (665,356) | | Increase/deduction for Awards Granted during Prior FY that Vested During 2025, determined based on change in ASC 718 Fair Value from 2024 FY End to Vesting Date | (790,213) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2025, determined as of 2024 FY End | (3,033,075) | | Total Adjustments | (4,844,970) |
PAY VERSUS PERFORMANCE TABLE
| ADJUSTMENTS TO DETERMINE COMPENSATION ACTUALLY PAID FOR NON-PEOs (AVERAGE) | 2025 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2025 | (614,685) | | Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Remain Unvested as of 2024 FY End, determined as of 2025 FY End | 295,397 | | Increase based on ASC 718 Fair Value of Awards Granted during 2025 that Vested during 2025, determined as of Vesting Date | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2025 FY End, determined based on change in ASC 718 Fair Value from 2024 FY End to 2025 FY End | (74,557) | | Increase/deduction for Awards Granted during Prior FY that Vested During 2025, determined based on change in ASC 718 Fair Value from 2024 FY End to Vesting Date | (104,956) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2025, determined as of 2024 FY End | (118,480) | | Total Adjustments | (617,281) |
CEO PAY RATIO
CEO PAY RATIO For 2025, our last completed fiscal year:
CEO PAY RATIO
| | The annual total compensation of our median employee (other than our CEO) was $96,219.37. |
CEO PAY RATIO
| | The annual total compensation of our CEO, as reported in the Summary Compensation Table, was $2,766,883. |
CEO PAY RATIO
Based on this information our CEO’s annual total compensation was approximately 29 times that of the median employee.