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Hudson Pacific Properties, Inc.

For the period ended May 14, 2025. Filed Apr 23, 2025.

View on SEC.gov

About this filing

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

HPP$8.49-3.1%Stored close · as of Nov 6, 2026
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Contents

Proxy Summary

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​HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025​​​

PROXY SUMMARY

2024 BUSINESS AND PERFORMANCE HIGHLIGHTS

Throughout 2024, our team remained focused on our strategic priorities: driving office and studio leasing, executing on property sales, continued cost containment and strengthening our balance sheet. Successes included:

Executed on 316 new and renewal leases totaling 2.0 million square feet, nearly 20% higher than 2023, with new leasing activity at the highest levels since 2019

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Completed Sunset Glenoaks studio development in Los Angeles and Washington 1000 office development in Seattle, and progressed Sunset Pier 94 studio development in Manhattan set to deliver year-end 2025

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Purchased for $43.5 million (before prorations and closing costs) our joint venture partner’s 45% ownership interest in 1455 Market in San Francisco, and subsequently signed a significant new lease with the City and County of San Francisco

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Sold one and placed under contract to sell another non-core office asset for a total of $47.8 million (before prorations and closing costs)

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Executed on cost-cutting initiatives, including reducing G&A expense by $3.6 million compared to the Company’s initial guidance, and Quixote studios and services operating expenses by $7.5 million (annualized)

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Following a favorable amendment to the Company’s unsecured revolving credit facility retroactive to the fourth quarter, the Company ended the year with $518.3 million of total liquidity (excludes undrawn capacity under construction loans)

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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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Issued annual Better Blueprint TM report highlighting 2023 sustainability accomplishments, with ongoing recognition from GRESB, ENERGY STAR, Newsweek, Fitwel and S&P Global, among others during the 2024 calendar year

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For further details on our 2024 performance, see page 41.

​HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025​​​

2024 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 2024 executive compensation program to emphasize the relationship between compensation earned and our financial and operational (including corporate responsibility) factors, performance, and restoring shareholder value.

PAY-PERFORMANCE ALIGNMENT

As the external business environment continued to impact our business, we conducted a holistic review of our overall compensation program and made certain changes for 2024 while maintaining our strong pay-for-performance alignment:

No Increase to Cash Compensation Our NEOs’ cash compensation opportunities, including base salary and cash bonus opportunities, have not been increased since 2022 and remain unchanged for 2025.

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Majority of Bonus Tied to Objective Financial Goals We continued to allocate 80% of our NEOs’ total annual cash bonus opportunity to the achievement of pre-established corporate performance goals and 20% to other key performance factors assessed by the Compensation Committee (including the management of our studio business). For 2024, we reinstated our FFO per share metric and increased the overall weighting of our objective operational and financial goals.

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Limited LTI Payouts in 2024 Our 2022 Performance Unit program completed its three-year performance period on December 31, 2024 andearned 0% under the relative TSR component and payouts under theoperational component were reduced by 40% based on our three-year absolute TSR performance. The value of earned awards as of December 31, 2024 represented only 9% of the grant date fair value.

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Long-Term Incentive Program Redesign We reevaluated our historical long-term incentive program structure in consideration of the continued impact of the external business environment on our business, and the desire to retain, motivate and align our executives with restoring shareholder value. Our CEO, President and CFO were granted upfront awards designed to create significant alignment with shareholder value creation and our other executives were granted equity awards designed to bolster retention. These NEOs will not receive an annual grant until 2026.

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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 applies to all executive officers and requires our recoupment of erroneously-paid compensation in the event of a financial restatement

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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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​HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2025​​​

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

Supermajority (90%) Board Independence

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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 9.2 years

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Comprehensive, active board oversight as it relates to corporate strategy and risk management

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Regular Board and committee self-evaluations

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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 with a broad range of skills and experience

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.