Howard Hughes Holdings Inc.

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Compensation Committee. The Compensation Committee may also consider compensation paid at private real estate and investment companies and larger real estate companies as additional context but does not benchmark 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 2024 compensation decisions approved for our NEOs:

Peer Group

The peer group consists of the same companies reviewed in 2023.

EMPLOYMENT AGREEMENTS

Each of Messrs. O’Reilly, Olea, and Valane have employment agreements with the Company. Mr. Cross also had such an agreement prior to retiring from the Company on June 30, 2025. 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. For a description of the material terms of these employment agreements and employment arrangements, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs.”

Mr. Johnstone commenced his employment with the Company in November 2012. Mr. Johnstone served as the Company’s President, Hawaii Region from January 2020 to June 2025, and has served as President, Hawaii Region & National Condominium Development since July 2025. Mr. Johnstone is employed on an at-will basis.

Key Elements of Executive Compensation Program

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

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

2024 ANNUAL COMPENSATION MIX

Consistent with the Compensation Committee’s compensation philosophy and objectives, the following sets forth the 2024 compensation decisions that were approved for our NEOs because 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 based on 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, 2023 and 2024 (or, in the case of Mr. Nikodemus, as of his last date of employment with the Company) were as follows:

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Mr. Johnstone did not serve as a named executive officer in 2023.

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Mr. Nikodemus served as CEO of Seaport Entertainment prior to the Spinoff. Mr. Nikodemus ceased to be an employee of the Company upon completion of the Spinoff.

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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

Proxy Statement for the 2025 Annual Meeting of Stockholders/ 67 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 Mr. Johnstone, 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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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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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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Joseph Valane

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Target annual bonus of $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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David O’Reilly; L. Jay Cross; Carlos Olea; and Joseph Valane – 2024 Annual Incentive

The metrics approved under our 2024 annual incentive program applicable to Messrs. O’Reilly, Cross, Olea, and Valane were directly linked to our operating performance, with approximately 75% of the annual incentive earned based on achievement of the goals described in the table below, and the remaining approximately 25% based on individual performance as evaluated by the Compensation Committee. For 2024, 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, Olea, and Valane:

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(1)

Annex A includes: (i) our Segment Operating Results as reported in our Form 10-K for fiscal 2024; (ii) a reconciliation of Operating Assets segment EBT to Operating Assets NOI as reported in our Form 10-K for fiscal 2024; (iii) Condominium Gross Profit; and (iv) Corporate Cash G&A.

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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 2024, the Compensation Committee considered that MPC EBT performance was exceptional, achieving approximately 107% of the goal for 2024, and that the Operating Assets NOI goal achieved 105% of the goal for 2024. 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 Spinoff was a highly complex transaction, the completion of which took enormous time and effort from management to complete. The Compensation Committee considered that, with respect to condominium profit, the Company experienced an approximately $(6.6) million shortfall against its target for 2024, primarily due to modest increases in project costs that raised the cost of sales. The Compensation Committee also noted that pre-sales for the Ritz-Carlton Residences set a new high watermark for price per square foot in the Houston market, and that the Company has seen strong presale performance across its other condominium projects. Additionally, with respect to Mr. Olea, the Compensation Committee considered his leadership in helping achieve significant improvements to the Company’s accounting, financial reporting, control, and information security/​cybersecurity functions, including the successful adoption of new technologies and processes that have driven efficiencies and innovation across the Company. The Compensation Committee also noted the strong performance of the legal department under Mr. Valane’s leadership since joining the Company, including a significant restructuring of the department, improved team culture and morale, notable and impactful improvements between the legal department and business teams within the Company, the development of significant improvements to workflows for leasing and commercial contracts, and his oversight of the settlement of key litigation matters.

Therefore, the Compensation Committee believed it was appropriate to award: (i) Mr. O’Reilly an annual incentive award equal to 120% of his target bonus opportunity; (ii) Mr. Cross an annual incentive award equal to 107% of his target bonus opportunity; (iii) Mr. Olea an annual incentive award equal to 120% of his target bonus opportunity; and (iv) Mr. Valane an annual incentive award equal to 120% of his target bonus opportunity. Accordingly, for fiscal 2024

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Doug Johnstone –2024 Annual Incentive

Mr. Johnstone does not participate in the same annual cash bonus program as described above. Instead, Mr. Johnstone 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 fiscal 2024, Mr. Johnstone received an annual incentive award equal to 109% of his target amount for his fiscal 2024 performance. Accordingly, Mr. Johnstone received an annual cash bonus of $600,000. This amount is 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, Valane and Johnstone in 2024. The equity awards showing in the table were granted by HHH prior to the Spinoff and donot give effect to adjustments made to the number of shares subject to each award in connection with the Spinoff. Such adjustments were made in a manner intended to preserve the aggregate value of each award prior to the Spinoff. For additional information regarding the treatment of outstanding equity awards in connection with the Spinoff, see “Executive Compensation – Spinoff of Seaport Entertainment; Treatment of Equity Awards.”

Restricted Stock Grants

The Company believes that restricted stock grants provide a long-term equity opportunity that is competitive in the Company’s industry and serves as a retention tool. The grants are evenly divided between performance and time vesting shares. Since March 2023, 50% of the restricted stock awards granted to each NEO under our general annual equity award program have been 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 amounts of restricted stock granted in early 2024 to Messrs. O’Reilly, Cross, Olea, and Johnstone were 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 2023 performance and the Compensation Committee’s overall evaluation of the individual 2023 performance of each eligible NEO, the Compensation Committee determined that (a) Mr. O’Reilly should receive an annual long-term equity incentive in an amount equal to 115% of the target amount set forth in his employment agreement, (b) each of Messrs. Cross and Olea should receive an annual long-term equity incentive in an amount equal to the target amounts set forth in their respective employment agreements; and (c) Mr. Johnstone should receive an annual long-term equity incentive in an amount equal to his target amount of 100% of his base salary. In connection with him joining the Company as our

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General Counsel and Secretary and under his employment agreement with us, Mr. Valane was awarded 7,040 shares of restricted stock, with time-based pro-rata vesting over three years.

The performance-based shares are eligible to cliff-vest as shown in the table below on December 31, 2026. Vesting is based on the Company’s adjusted NAV growth over a three-year term. The Company’s adjusted NAV of $80.00 as of December 31, 2023, as adjusted for the Spinoff, 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, 2026, 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, Olea, and Johnstone in early 2024, 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:

The time-based shares granted to Mr. Johnstone in January 2024 vest ratably over an approximately three-year period. The first one-third (1/3) tranche of each time-based award vested on January 30, 2025 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2025, and December 31, 2026 (in each case, generally subject to continued employment on the applicable vesting date).

The time-based shares granted to Messrs. O’Reilly, Cross, and Olea in February 2024 vest ratably over an approximately three-year period. The first one-third (1/3) tranche of each time-based award vested on February 5, 2025 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2025, and December 31, 2026 (in each case, generally subject to continued employment on the applicable vesting date).

The time-based shares granted to Mr. Valane on April 1, 2024 vest ratably over a three-year period; one-third (1/3) will vest on each of the three anniversaries following the date of grant.

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 Mr. Johnstone, his 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

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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

Our Board has adopted an Executive Compensation Recoupment policy regarding recovery of compensation for fiscal years for which financial results are later restated from executive officers whose fraud or willful misconduct contributed to the need for such restatement. Under this policy, in the event of a material restatement of the Company’s financial results 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 underany equity compensation awards (whether time- or performance-based).

In accordance with applicable stock exchange listing requirements, the Executive Compensation Recoupment also requires 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 (Senior Executives)

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

72 \Howard Hughes Holdings Inc.● investor.howardhughes.com 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 August 4, 2025, 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:

Hedging/Pledging Policy

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an investor to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock, which allow the investor to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, such an individual may no longer have the same objectives as the Company’s other stockholders. Accordingly, the Company’s insider trading policy – which applies to executive officers, directors, and employees – includes a prohibition on hedging or monetization transactions, such as zero-cost collars and forward sale contracts. The policy also provides that no such individual may hold HHH securities in a margin account or pledge any HHH securities as collateral, which we believe helps 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.

Insider Trading Policy

The Company has insider trading policies and procedures that govern the buying and selling of securities of the Company and its subsidiaries by directors, officers, and employees, and related persons, as well as by the Company itself. A copy of our Insider Trading Policy was filed with the Company’s FY2024 Annual Report on Form 10-K as Exhibit 19.1.

Equity Grant Practices

Generally, equity grants to executives and other employees have been approved at regularly scheduled Compensation Committee meetings, except for special situations such as new hire grants. Since we became a standalone public company in 2010 in connection with our spinoff from GGP, our annual grants to executives and employees (including in fiscal 2024) have been reviewed by the Compensation Committee at its first regularly scheduled meeting during the applicable year. The regular Compensation Committee meeting schedule is typically set at least a year in advance, with meetings to approve annual equity grants to executives and employees held in late-January or early-February. The annual grants are typically approved by the Committee at its first annual meeting; however, the Compensation Committee may further evaluate proposed grant amounts and/or terms prior to approving via written consent or at a reconvened meeting held in February. Additionally, specific grants may be made at other Committee meetings to recognize an employee’s promotion, change in responsibility or specific achievement, or to achieve other key compensation objectives, such as retention. We do not time material non-public information (“MNPI”) disclosure for purposes of affecting the value of executive compensation. We do not take MNPI into account when determining the timing and terms of awards. At the time equity grant decisions are made, the Compensation Committee may be aware of the earnings results, but it does not adjust the size or the mix of grants to reflect possible market reaction.

In addition, restricted stock grants do not accrue or pay dividends or dividend equivalents prior to vesting.

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