Howard Hughes Holdings Inc.
For the period ended May 23, 2024. Filed Apr 4, 2024.
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May 23, 2024 · Filed Apr 4, 2024
Contents
Evaluations – A Multi-Step Process
BOARD AND COMMITTEE EVALUATIONS
We recognize the critical role that the Board and committee evaluations play in ensuring the effective functioning of our Board. It is important to take stock of Board, committee, and director performance, and to solicit and act upon feedback from each member of our Board. To this end, our Nominating and Corporate Governance Committee is responsible for evaluating the performance of our Board annually, and each of our Board’s committees also conducts an annual self-evaluation.
Evaluations –A Multi-Step Process
The Nominating and Corporate Governance Committee periodically reviews the format of the Board and committee evaluation process to ensure that actionable feedback is solicited on the operation of the Board and director performance. In addition, the Nominating and Corporate Governance Committee believes it is important to periodically have an independent third party complete the annual Board and committee evaluations.
| | • Questionnaire | | | Evaluation questionnaire provides director feedback on an unattributed basis | |
|---|---|---|---|---|---|
| | • One-on-One Discussions | | | Every third year (including 2023), the Nominating and Corporate Governance Committee engages an independent third party to conduct one-on-one discussions with each director to solicit additional feedback and provide independent feedback | |
| | • Board Summary | | | Summary of Board and committee evaluation results provided to the full Board | |
| | • Feedback Incorporated | | | Policies and practices updated as appropriate as a result of director feedback | |
The Board committed to an enhanced self-evaluation review in 2023, including the engagement of an independent third-party global executive search and leadership consulting firm, to review all dimensions of board performance with a focus on matters related to board composition (including board size, diversity, skill set, and leadership) and governance practices. The third-party firm also benchmarked the Board against relevant corporate governance standards via surveys of S&P 500 company practices and a broader set of relevant public company indices. This multi-week review included one-on-one interviews with all ten directors and select senior executives that regularly interact with the Board, with a focus on:
Organization of the Board;
Board composition and the Company’s strategic imperatives;
Board and committee performance;
Roles and duties of the Board members;
Board involvement and engagement; and
Overall Board and individual director effectiveness.
The third-party firm presented its findings to the full Board in late-2023, and it is anticipated that the Board will continue to conduct a similar engagement and enhanced review process every three years going forward.
Proxy Statement for the 2024 Annual Meeting of Stockholders/ 21
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