Howard Hughes Holdings Inc.

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Key Elements of Executive Compensation Program

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

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

2025 ANNUAL COMPENSATION MIX

Consistent with the Compensation Committee’s compensation philosophy and objectives, the following sets forth the 2025 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, 2024 and 2025 were as follows:

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Mr. Valane’s title changed from “General Counsel & Secretary” to “Chief Legal Officer & Secretary” effective June 29, 2026.

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Mr. Davis did not serve as a named executive officer in 2024.

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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 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 Messrs. Davis and Johnstone, who do not have employment agreements with the Company and instead participate 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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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; Carlos Olea; and Joseph Valane –2025 Annual Incentive

The metrics approved under our 2025 annual incentive program applicable to Messrs. O’Reilly, Olea, and Valane are 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. The performance metrics used in our incentive plans are based on our GAAP and non-GAAP performance measures, further adjusted for items the Compensation Committee believes are appropriate for assessing management’s controllable performance. For 2025, 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, 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 2025; (ii) a reconciliation of

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Operating Assets segment EBT to Operating Assets NOI as reported in our Form 10-K for fiscal 2025; (iii) Condominium Gross Profit; and (iv) Corporate Cash G&A.

The Compensation Committee chose these measures because it believes that they motivate our NEOs to drive Company growth and to execute our business plan. For purposes of our 2025 annual incentive program, the Compensation Committee began with the Company’s reported GAAP results and the non-GAAP measures we disclose in our periodic reports, including Operating Assets NOI, MPC EBT, condominium gross profit and Cash G&A. To better align the compensation metrics with the Board-approved budget and underlying operating performance, the Compensation Committee then applied limited, defined adjustments. For 2025, Cash G&A was adjusted to exclude Pershing Square fees, Vantage acquisition costs, and severance costs associated with headcount reductions. Condominium gross profit was adjusted to reflect the timing of closings for the final Victoria Place units by adding back $3.9 million of profit recognized in 2024 to align with the 2025 budget. In addition, the Operating Assets NOI and MPC EBT measures used by the Committee were based on internal results available prior to finalization of the audited financial statements; the final audited amounts differed only by immaterial amounts and did not affect payout decisions.

With respect to performance for fiscal 2025, the Compensation Committee considered that MPC EBT performance was exceptional, achieving approximately 101% of the goal for 2025, and that the Operating Assets NOI goal achieved 106% of the goal for 2025. The Compensation Committee also noted that the Company achieved 130% of the 2025 goal for Condominium Profit. With respect to budgeted corporate cash G&A, the result (15% favorable) was also excellent and reflected management’s continued successful efforts to monitor costs across the Company. The Compensation Committee also considered the “Key 2025 Performance Achievements” for each of our NEOs set forth above.

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. Olea an annual incentive award equal to 120% of his target bonus opportunity; and (iii) Mr. Valane an annual incentive award equal to 120% of his target bonus opportunity. Accordingly, for fiscal 2025 performance: Mr. O’Reilly received an annual cash bonus of $2,100,000; Mr. Olea received an annual cash bonus of $990,000; and Mr. Valane received an annual cash bonus of $600,000.

Doug Johnstone –2025 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 2025, Mr. Johnstone received an annual incentive award equal to 109% of his target amount for his fiscal 2025 performance. Accordingly, Mr. Johnstone received an annual cash bonus of $625,000. This amount is reflected in the “Bonus” column of the “Summary Compensation Table” below.

Andrew Davis –2025 Annual Incentive

Mr. Davis does not participate in the same annual cash bonus program as described above. Instead, Mr. Davis 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 2025, Mr. Davis received an annual incentive award equal to 100% of his target amount for his fiscal 2025 performance. Accordingly, Mr. Davis received an annual cash bonus of $625,000. 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, Davis and Johnstone in 2025.

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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 to all employees have historically been evenly divided between performance and time vesting shares. From March 2023 through 2025, 50% of the restricted stock awards granted to each NEO under our general annual equity award program were performance-based and eligible to cliff-vest after three years upon the achievement of net asset value growth metrics. Beginning in 2026, 80% of restricted stock awards granted to certain NEOs (including HHH’s CEO, CFO, and Chief Legal Officer, and HHC’s COO) under our general annual equity award program will be performance based and eligible to cliff-vest after three years upon the achievement of specified cumulative total stockholder return (“TSR”) growth percentages over the same period. 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 2025 to Messrs. O’Reilly, Cross, Olea, Valane, Davis, 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 2024 performance and the Compensation Committee’s overall evaluation of the individual 2024 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 113% of the target amount set forth in his employment agreement, (b) each of Messrs. Cross, Olea and Valane 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 120% of his target amount of 100% of his base salary. In recognition of his exceptional contributions to the Company in 2024, Mr. Davis was awarded an annual long-term equity incentive in an amount equal to 343% of his target amount of 50% of his base salary.

The performance-based shares are eligible to cliff-vest as shown in the table below on December 31, 2027. Vesting is based on the Company’s adjusted NAV growth over a three-year term. The Company’s adjusted NAV of $113.00 as of December 31, 2024, 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, 2027, 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, Valane, Johnstone, and Davis in early 2025, 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 each of our NEOs in February 2025 vest ratably over an approximately three-year period. The first one-third (1/3) tranche of each time-based award vested on February 3, 2026 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2026, and December 31, 2027 (in each case, generally subject to continued employment on the applicable vesting date).

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. Davis and Mr. Johnstone, their respective offer letters 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

Our Board has adopted an Executive Compensation Recoupment, or clawback, 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 under any equity compensation awards (whether time- or performance-based).

In accordance with applicable stock exchange listing requirements, the Executive Compensation Recoupment policy 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.

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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, who generally include 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, CFO and Chief Legal Officer & 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 August 17, 2026, our NEOs who are subject to the policy are within the grace period for reaching the required ownership level and therefore in compliance with our policy. The requirements are expressed as a multiple of base salary as follows:

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 PSCM, 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.

Insider Trading Policy

The Company has insider trading policies and procedures that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards and govern the buying and selling of securities

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Equity Grant Practices

Generally, equity grants to executives and other employees have been approved atregularly 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 General Growth Properties, or GGP, our annual grants to executives and employees (including in fiscal 2025) 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. Wedo 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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