Hudson Pacific Properties Inc

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PROXY SUMMARY

2023 BUSINESS AND PERFORMANCE HIGHLIGHTS

2023 proved to be a challenging year, as higher interest rates fueled recession fears and slowed the pace of office leasing across the country. A once-in-a-generation dual studio union strike effectively shut down the entertainment industry for a good portion of the year. Despite these headwinds, Hudson Pacific remained steadfast in our priorities to navigate these uncertain times through aggressive leasing, further strengthening our balance sheet, executing on our active development opportunities, and maintaining a leadership position in sustainability and, more broadly, ESG.

Executed on 266 new and renewal leases totaling 1.7 million square feet

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Progressed Sunset Glenoaks, a seven-stage, 241,000-square-foot studio in Los Angeles and Washington 1000, a 546,000-square-foot office development in Seattle, the latter of which we delivered in the first quarter of 2024

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Entered into a joint venture (owned 49.9%/25.6%/24.5% Vornado/Hudson Pacific/Blackstone) to develop and operate Sunset Pier 94, Manhattan’s first purpose-built studio, set to deliver year-end 2025

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Completed $1.1 billion of asset sales (before prorations and closing costs)

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Fortified our balance sheet, including increasing our liquidity, improving our share of net debt to undepreciated book value to 36.5% and addressing our maturities until November 2025

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Maintained a quarterly dividend on our 4.750% Series C cumulative preferred stock of $0.296875 per share, equivalent to an annual rate of $1.18750 per share

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Earned several ESG-related recognitions, including being named a GRESB Office, Americas Sector Leader for a third consecutive year, and Nareit’s Leader in the Light: Office Award for a second consecutive year

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For further details on our 2023 performance, see page 33.

2023 COMPENSATION HIGHLIGHTS

The Compensation Committee of the Board (or Compensation Committee) believes that an executive compensation program that strongly links the compensation of our executive officers and the short- and long-term performance of the Company is a key driver of our financial success. The Compensation Committee designed our 2023 executive compensation program to emphasize the relationship between compensation earned and our financial, operational (including ESG factors), strategic and long-term total shareholder return, or TSR, performance.

PAY-PERFORMANCE ALIGNMENT

In light of the extraordinary circumstances confronting our business due to the historic and prolonged studio-related strikes and the continued headwinds for the office real estate market, several aspects of our 2023 executive compensation program were impacted:

No Target Pay Increases. For the past two years, the Compensation Committee has approved no increases to pay opportunities for any of our NEOs.

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Limited LTI Payouts in 2023. Our 2021 Performance Unit program completed its three-year performance period on December 31, 2023 andearned 0% under the relative TSR component and payouts under theoperational component were reduced by 40% based on our three-year absolute TSR performance.

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Voluntary Agreement to Reduce 2023 LTI Values by 25%. Due to the challenging market conditions, our NEOs voluntarily agreed to not receive their relative TSR-based Performance Units granted in 2023, which would have represented 50% of their target Performance Units under the original LTI design (and 25% of their 2023 annual long-term equity incentives inclusive of the time-based LTIP units). The NEOs’ decision to eliminate these awards from the original design was due to G&A sensitivity and dilution management.

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2023 Performance Unit Awards. In response to the voluntary elimination of the relative TSR-based Performance Units, the Committee added a relative TSR modifier to the 2023 operational-based Performance Units which may reduce payouts by up to 40%to keep management’s interests aligned with the experience of stockholders. In addition, the Committee added a debt metric to the 2023 operational-based Performance Units as a key metric for managing the difficult economic climate.

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STRONG COMPENSATION GOVERNANCE

Mandatory holding period of three years beyond the vesting date of time-based LTIP Units and two years beyond the vesting date of any Performance Units

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In October 2023, we adopted a new clawback policy that complies with the New York Stock Exchange listing standards adopted pursuant to Rule 10D-1 under the Exchange Act

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Stock ownership guidelines for executives and directors, with ownership requirement of 10x base salary for the CEO

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Double-trigger change-in-control provisions and no excise tax gross-ups

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Anti-hedging and anti-pledging policies that prohibit executives and directors from hedging and pledging our securities

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CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors is committed to sound corporate governance and ensuring full compliance and accountability to stockholders in accordance with all laws and regulations. Dedication to these principles and the highest ethical standards are essential to both short- and long-term value creation and preservation. The Company adheres to the following best practices:

STOCKHOLDER RIGHTS

No staggered board (annual election of all directors)

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Annual “Say-On-Pay” voting

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Majority voting in uncontested director elections

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Active stockholder engagement

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No stockholder rights plan

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Stockholder power to amend Bylaws

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INDEPENDENT OVERSIGHT

Majority (90%) of directors are independent

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Lead Independent Director, responsible for leading regularly scheduled executive sessions of independent directors

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All Audit, Compensation, Governance and Investment Committee members are independent

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Commitment to Board refreshment, with six new independent directors appointed since 2017

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Independent director tenure averages 8.2 years

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Active board oversight as it relates to corporate strategy and risk management

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Having an “Audit Committee Financial Expert”

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POLICIES

Clawback policy

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Anti-hedging policy

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Anti-pledging policy

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Executive and director stock ownership guidelines

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Commitment to Board diversity

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