Hudson Pacific Properties, Inc.
For the period ended May 14, 2025. Filed Apr 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 23, 2025
Contents
Pay Versus Performance Table
| | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | | | |
|---|
Methodology for Determining Our Median Employee
To identify the median employee from our operating office and studio property employee population, we selected gross salary, as reflected in our payroll records as reported to the Internal Revenue Service on Form W4 for 2024, as the most appropriate measure of compensation, which was consistently applied to all of our employees included in the calculation. In identifying the median employee, we annualized the compensation of all full-time employees who were new hires in 2024 and on leave of absence in 2024.
COMPENSATION MEASURE AND ANNUAL TOTAL COMPENSATION OF MEDIAN EMPLOYEE
With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $73,775.
ANNUAL TOTAL COMPENSATION OF CEO
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement.
SUPPLEMENTAL ANNUALIZED CEO PAY RATIO
In 2024, our CEO was granted upfront equity awards sized to cover two years of grants (e.g., grants for 2024 and 2025) in order to encourage retention, stockholder alignment and stock price recovery (as described above in the section entitled “Long-Term Equity Incentives”). Such equity awards granted in fiscal year 2024 had an aggregate grant date fair value equal to $21,567,422. Accordingly, we believe the annual total compensation reported in the “Total” column of the Summary Compensation Table above is not reflective of our historical grant practices. As such, we are providing a supplemental ratio that compares the annual total compensation of our CEO, taking into account an annualized aggregate grant date fair value of the equity awards granted in fiscal year 2024, of $10,783,711, to the pay of the median-paid employee as we believe that this supplemental ratio reflects a more representative comparison.
Based on this annualized amount, for 2024, our CEO’s annualized total compensation was approximately 146 times that of the median of the annual total compensation of all of our employees (other than the CEO).
PAY VERSUS PERFORMANCE TABLE
As required by the Securities and Exchange Commission, the following table is intended to illustrate compensation “actually paid” to our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024, in each case, as compared to (i) our cumulative TSR performance, (ii) our peer group TSR performance, (iii) net income, and (iv) FFO per share (“FFO”), the company’s selected measure. Differences in our Summary Compensation Table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, which take into account a discount for lack of marketability or illiquidity due to post-vesting restrictions and the future performance of the Company and relative performance indices based on Monte Carlo simulations for any market-based awards.
| · Year · · · Summary Compensation Table Total for PEO ($) · · · Compensation Actually Paid to PEO ($)(1) · · · Average Summary Compensation Table Total for Other NEOs ($) · · · Average Compensation Actually Paid to Other NEOs ($)(1) · · · Value of Initial Fixed $100 Investment Based On: · · · Net Income (in millions) ($) · · · FFO per Share ($)(4) · | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Total Shareholder Return ($)(2) · · · Peer Group Total Shareholder Return ($)(3) · | ||||||||||||||||||||||||||||||||||||||||||
| | 2024 | | | | $24,801,634 | | | | | $3,611,063 | | | | | $5,099,963 | | | | | $1,394,558 | | | | | $10.16 | | | | | $68.44 | | | | | $(381.4) | | | | | $0.53 | | |
| | 2023 | | | | $8,369,679 | | | | | $9,129,334 | | | | | $2,349,969 | | | | | $2,628,308 | | | | | $30.66 | | | | | $65.66 | | | | | $(170.7) | | | | | $0.90 | | |
| | 2022 | | | | $6,790,340 | | | | | $(5,665,170) | | | | | $1,997,226 | | | | | $(356,855) | | | | | $30.02 | | | | | $66.06 | | | | | $(16.5) | | | | | $2.02 | | |
| | 2021 | | | | $10,548,816 | | | | | $9,505,900 | | | | | $2,846,242 | | | | | $2,547,509 | | | | | $71.13 | | | | | $102.50 | | | | | $29.0 | | | | | $1.99 | | |
| | 2020 | | | | $9,487,250 | | | | | $(1,746,873) | | | | | $3,197,016 | | | | | $(297,789) | | | | | $66.61 | | | | | $83.39 | | | | | $16.4 | | | | | $1.91 | | |
| | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | | | |
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(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:
| | Year | | | PEO | | | Non-PEO NEOs | |
|---|---|---|---|---|---|---|---|---|
| | 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 | |
| | 2020 | | | Victor J. Coleman | | | Mark T. Lammas, Harout Diramerian, Alexander Vouvalides and Joshua A. Hatfield | |
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:
| · Adjustments to Determine Compensation “Actually Paid” for PEO · · · 2024 · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2024 | | | | | (21,567,422) | | |
| | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Remain Unvested as of 2024 FY End, determined as of 2024 FY End | | | | | 5,038,166 | | |
| | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Vested during 2024, determined as of Vesting Date | | | | | 0 | | |
| | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2024 FY End, determined based on change in ASC 718 Fair Value from 2023 FY End to 2024 FY End | | | | | (2,299,234) | | |
| | Increase/deduction for Awards Granted during Prior FY that Vested During 2024, determined based on change in ASC 718 Fair Value from 2023 FY End to Vesting Date | | | | | (1,960,740) | | |
| | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2024, determined as of 2023 FY End | | | | | (401,331) | | |
| | Total Adjustments | | | | | (21,190,571) | | |
| · Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average) · · · 2024 · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for 2024 | | | | | (3,611,194) | | |
| | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Remain Unvested as of 2024 FY End, determined as of 2024 FY End | | | | | 855,427 | | |
| | Increase based on ASC 718 Fair Value of Awards Granted during 2024 that Vested during 2024Y, determined as of Vesting Date | | | | | 0 | | |
| | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of 2024 FY End, determined based on change in ASC 718 Fair Value from 2023 FY End to 2024 FY End | | | | | (487,889) | | |
| | Increase/deduction for Awards Granted during Prior FY that Vested During 2024, determined based on change in ASC 718 Fair Value from 2023 End to Vesting Date | | | | | (384,832) | | |
| | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2024, determined as of 2023 FY End | | | | | (76,917) | | |
| | Total Adjustments | | | | | (3,705,405) | | |
| | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | | | |
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For the fiscal year ending December 31, 2024, represents actual achievement for the 2022 PSU awards, assumes achievement of 2023 and 2024 awards based on actual performance of the Company and indices through December 31, 2024 as well as future performance of the Company and indices calculated through Monte Carlo simulation analyses by an independent third party.
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.
(2)
Based on a fixed investment of $100 on December 31, 2019 in the Company’s stock assuming reinvestment of dividends on the ex-dividend date.
(3)
Based on a fixed investment of $100 on December 31, 2019 in the Dow Jones U.S. Real Estate Office Index, assuming reinvestment of dividends.
(4)
FFO is a non-GAAP measure. Refer to Appendix A for a definition of FFO and a reconciliation of net income to FFO.
Tabular List of Important Financial Measures
The follow table reflects the financial measures that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2024:
| | | Most Important Financial Measures for 2024 | | |
|---|---|---|---|---|
| | | FFO | | |
| | | Leasing Volume | | |
| | | Stock Price | | |
| | | Net Debt to Annual Gross Asset Value | | |
| | HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025 | | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.