Howard Hughes Holdings Inc.

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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 2023 compensation decisions approved for our NEOs:

Peer Group

The peer group consists of the same companies reviewed in 2022, with the exceptions of: (i) the removal of Duke Realty, which was acquired by Prologis, Inc.; (ii) the removal of Pebblebrook Hotel Trust.; and (iii) the additions of (a) Douglas Emmett, Inc., (b) Highwoods Properties, Inc., and (c) Tri Pointe Homes, Inc.

EMPLOYMENT AGREEMENTS

Each of Messrs. O’Reilly, Cross, Olea and Nikodemus have employment agreements with the Company. 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. Ms. Smith has served as the Company’s President – Columbia Region since August 2023 pursuant to an offer letter agreement for employment. Subject to the terms of their respective agreements, each of the NEOs is employed on an at-will basis. For a description of the material terms of these employment agreements and employment arrangements, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs.”

Key Elements of Executive Compensation Program

The following table outlines certain information regarding the key elements of our executive program:

We also provide other general benefits and limited perquisites, which are described below.

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2023 ANNUAL COMPENSATION MIX

Consistent with the Compensation Committee’s compensation philosophy and objectives, the following sets forth the 2023 compensation decisions that were approved for our NEOs as a result of Company and individual performance achievements, as reflected in the Summary Compensation Table under the header “Executive Compensation” and elsewhere in this Proxy Statement.

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BASE SALARY

The Compensation Committee determines the annual base salary for each NEO. Any increases in base salary are expected to be determined on the basis of scope of responsibilities, level of experience and sustained performance with the Company, as well as internal and market comparisons. In setting base salaries for the NEOs, the Compensation Committee seeks to provide a reasonable level of fixed compensation that is competitive with base salaries for comparable positions at similar companies. The base salaries of our NEOs as of December 31, 2022 and 2023 (or, in the case of Mr. Riley, as of his last date of employment with the Company) were as follows:

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: (i) Mr. Riley, who served for only part of 2023 and whose service as General Counsel of the Company was terminated effective as of March 31, 2023; and (ii) Ms. Smith, who does not have an employment agreement with the Company and instead participates in the Company’s general annual incentive plan.

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Prior to January 1, 2024, target annual bonus of $1,500,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

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Effective as of January 1, 2024, 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).

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L. Jay Cross

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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).

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Carlos A. Olea

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Prior to January 1, 2024, target annual bonus of $750,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

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Effective as of January 1, 2024, 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).

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Anton Nikodemus

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Target annual bonus of $1,250,000 (ranging as applicable from a threshold value of 50% of target to a maximum value of 150% of target).

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David O’Reilly; L. Jay Cross; and Carlos Olea –2023 Annual Incentive

The metrics approved under our 2023 annual incentive program applicable to Messrs. O’Reilly, and Cross were directly linked to our operating performance, with 75% of the annual incentive earned based on achievement of the goals described in the table below, and the remaining 25% based on individual performance as evaluated by the Compensation Committee. For 2023, 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, and Olea:

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(1)

Annex A includes (i) our Segment Operating Results as reported in our Form 10-K for fiscal 2023; (ii) a reconciliation of Operating Assets segment EBT to Operating Assets NOI as reported in our Form 10-K for fiscal 2023, which differs from these compensation financial measures and is reconciled on Annex A; (iii) Condominium Profit; and (iv) Corporate Cash G&A.

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(2)

Annex B includes a reconciliation of Corporate Cash G&A used to measure performance compensation to the Cash G&A reported in our Fourth Quarter 2023 Supplemental Information.

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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 2023, the Compensation Committee considered that MPC EBT performance was exceptional, achieving approximately 172% of the goal for 2023, and that the Operating Assets NOI goal was achieved as well. 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 Tin Building by Jean-Georges NOI was well below the target goal, which it expected would be difficult to achieve, though it further noted that significant progress had been made throughout the year, including improvements to operating efficiencies and the expansion of operations to seven days per week, notwithstanding that the Tin Building had only recently opened to the public in the spring of 2022, and the Compensation Committee further considered that the Company had made the strategic decision to spinoff Seaport Entertainment during the year and that significant progress had been made to execute the spinoff. The Compensation Committee also considered that, with respect to condominium profit, the $(6.3) million shortfall was primarily due to a reduction of prices on remaining units at the Company’s ‘A’ali’i and Kō’ula towers in Ward Village, and that both towers still achieved their respective overall gross margin targets.

Therefore, the Compensation Committee believed it was appropriate to award: (i) Mr. O’Reilly an annual incentive award equal to 115% of his target bonus opportunity; (ii) Mr. Cross an annual incentive award equal to 115% of his target bonus opportunity; and (iii) Mr. Olea an annual incentive award equal to 120% of his target bonus opportunity. Accordingly, for fiscal 2023 performance: Mr. O’Reilly received an annual cash bonus of $1,725,000; Mr. Cross received an annual cash bonus of $2,242,500; and Mr. Olea received an annual cash bonus of $900,000.

Anton Nikodemus and Kristi Smith –2023 Annual Incentive

Because Mr. Nikodemus commenced employment with us on December 29, 2023, he did not receive an annual incentive award for performance in 2023. Under his employment agreement, Mr. Nikodemus received a cash bonus of $1,000,000 in February 2024.

Ms. Smith does not participate in the same annual cash bonus program as described above. Instead, Ms. Smith 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

58 \Howard Hughes Holdings Inc.● investor.howardhughes.com fiscal 2023, Ms. Smith was awarded: (i) a cash bonus in her target amount of $427,500, for her fiscal 2023 performance; and (ii) an initial signing bonus in the amount of $55,000. These amounts are reflected in the “Bonus” column of the “Summary Compensation Table” below.

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, and Nikodemus and Ms. Smith in 2023. The table below includes restricted stock awards granted to (a) Mr. Riley prior to his termination, and (b) Mr. Nikodemus and Ms. Smith in connection with their respective hirings.

Restricted Stock Grants

The Company believes that restricted stock grants provide a long-term equity opportunity that is competitive in the real estate industry and serves as a retention tool. The grants are evenly divided between performance and time vesting shares. Beginning in March 2023, 50% of the restricted stock awards granted to each NEO under our general annual equity award program are 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 amount of restricted stock granted in early 2023 to Messrs. O’Reilly, Cross and Olea was 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 2022 performance and the Compensation Committee’s overall evaluation of the individual 2022 performance of each eligible NEO, the Compensation Committee determined that each of Mr. O’Reilly, Mr. Cross and Mr. Olea should receive an annual long-term equity incentive in an amount equal to the target amount set forth in his respective employment agreement.

The performance-based shares are eligible to cliff-vest as shown in the table below on December 31, 2025. Vesting is based on the Company’s adjusted net asset value growth (“NAV”) over a three-year term. The Company’s adjusted NAV of $100.00 as of December 31, 2022, as 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, 2025, 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, and Olea in early 2023, 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:

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The time-based shares granted to Messrs. O’Reilly, Cross, and Olea in early 2023 vest ratably over a three-year period. The first one-third (1/3) tranche of each time-based award vested on February 2, 2024 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2024 and December 31, 2025 (in each case, generally subject to continued employment on the applicable vesting date).

The time-based shares granted to Ms. Smith on August 28, 2023 vest in two installments: 55% vested on January 31, 2024 and the remaining 45% will vest on January 31, 2025.

The time-based shares granted to Mr. Nikodemus on December 29, 2023 vest ratably over a three-year period. The first one-third (1/3) will vest on December 29, 2024 (the first anniversary of the date of the grant) and the remaining one-third (1/3) tranches vest on December 29, 2025 and December 26, 2026.

OTHER COMPONENTS OF COMPENSATION

Deferred Compensation Plan

The Company provides a deferred compensation plan to the NEOs and other highly compensated employees to provide tax-deferred methods for general savings and retirement. Although the Company has the flexibility to make discretionary contributions to the deferred compensation plan, it has not made any such contributions.

Employee Benefits

The Company provides health, life, and other insurance benefits to its NEOs on the same basis as its other full-time employees. The Company does not provide its executives and other employees with defined benefit pension benefits, supplemental retirement benefits, or post-retirement welfare benefits.

Severance Benefits

We provide certain severance benefits to our NEOs under their respective employment agreements, and, for Ms. Smith, her 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.

No Excise Tax “Gross-Up” Payments

The Company does not provide, and no NEO is entitled to receive, any excise tax “gross-up” payments under our employment agreements.

Executive Compensation Recoupment Policy

The Board previously adopted a policy regarding recovery of incentive awards for fiscal years for which financial results are later restated. Under this policy, in the event of a material restatement of the Company’s financial results

60 \Howard Hughes Holdings Inc.● investor.howardhughes.com due to misconduct, the Compensation Committee will review the facts and circumstances and take the actions it considers appropriate with respect to any executive officer whose fraud or willful misconduct contributed to the need for such restatement. Such actions may include, without limitation, (a) seeking reimbursement of any bonus paid to such officer exceeding the amount that, in the judgment of the Compensation Committee, would have been paid had the financial results been properly reported, and (b) seeking to recover profits received by such officer during the 12 months after the restated period under any equity compensation awards.

In accordance with applicable stock exchange listing requirements, the Board recently updated and enhanced our policy to require recoupment of incentive-based compensation received by current or former executive officers in the event that our financial results are later misstated due to material noncompliance with financial reporting requirements, irrespective of any misconduct by, or failure of oversight on the part of, the executive. All determinations made by the Compensation Committee with respect to this policy shall be final and binding on all interested parties.

Deductibility of Compensation/Accounting Considerations

Section 162(m) of the Internal Revenue Code (the “IRC”) places a limit of $1.0 million on the amount of compensation a public company may deduct for federal income tax purposes in any one year paid to certain covered employees, which generally refers to the chief executive officer, chief financial officer and the three next most highly compensated executive officers, as well as any individual who is (or was) a covered employee for any taxable year beginning after December 31, 2016.

The deductibility of compensation is only one factor that the Compensation Committee considers when establishing executive compensation. Because the Compensation Committee believes that it needs to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals and to appropriately retain and incentivize our executive officers, the Compensation Committee will not necessarily limit executive compensation to that which is deductible under Section 162(m) and has not adopted a policy requiring that all compensation be deductible.

Likewise, while accounting treatment is another factor that the Compensation Committee considers when establishing executive compensation, the Compensation Committee will not limit executive compensation to that which is treated in any particular way for financial accounting purposes because the Compensation Committee believes that it needs to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals and to appropriately retain and incentivize our executive officers.

Stock Ownership Guidelines

The Company has adopted stock ownership requirements for our CEO, President, CFO and General Counsel & Secretary to encourage such executives to hold a meaningful stake in the Company and thereby demonstrate the alignment of their interests with those of the stockholders. The Company uses the following methodology for the purpose of determining the level of stock ownership: (1) vested and unvested time-based restricted stock is valued at its current fair market price; (2) unvested performance-based restricted stock is valued at the current fair market price of the threshold vesting level; and (3) stock options granted by the Company are not valued (whether currently exercisable or in the money/out-of-the-money). The requirements also provide that until an executive has met the required level of ownership, such executive is required to retain the after-tax value of common shares received on the exercise of options or warrants and the lapsing of restrictions on common restricted shares. In addition, the Company allows a five-year grace period to reach the ownership requirement with respect to any promotions or newly hired executives. As of March 27, 2024, our NEOs who are subject to the policy are within the grace period for doing so and therefore in compliance with our policy. The requirements are expressed as a multiple of base salary as follows:

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Hedging/Pledging Policy

The Company’s insider trading policy includes a prohibition on hedging or pledging our securities. Executive officers are not permitted to be a party to hedging transactions to ensure their objectives and risk remain aligned with those of our stockholders. In addition, executive officers may not pledge as collateral any securities of the Company. By virtue of his position as CEO of Pershing Square Capital Management, L.P., Mr. Ackman may be deemed to be the beneficial owner of securities held by Pershing Square, its affiliates and the Pershing Square Funds. Mr. Ackman is exempt from prohibitions on hedging or pledging in the policy solely in connection with any hedging or swap transactions based on derivatives of Company Securities entered into by Pershing Square, its affiliates and the Pershing Square Funds.

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