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~~PROXY SUMMARY~~

Proxy Summary

This summary highlights certain information ~~contained elsewhere in this~~from our Proxy ~~Statement. This summary does not contain all~~Statement for the 2023 Annual Meeting of ~~the information that you should consider, and you~~Stockholders. You should read the entire Proxy Statement carefully before voting. ~~References to the Company, "we," "us" or "our" refer to The Howard Hughes Corporation.~~

~~Annual Meeting of Stockholders~~

2023 ANNUAL MEETING INFORMATION

				Thursday, May 25, 2023						9:00 a.m. Eastern Time
~~Time~~				Record Date March 29, 2023						Pier 17 Green Room 89 South Street, 3rd Floor New York, NY 10038

MATTERS TO BE VOTED ON AT OUR 2023 ANNUAL MEETING

Proposal		Board Recommendation	Page
1	Election of directors	FOR each director nominee	27
2	Advisory (non-binding) vote to approve executive compensation	FOR	34
3	Advisory (non-binding) vote on the frequency of future “Say-on-pay” Votes on executive compensation	FOR every year	35
4	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2023	FOR	36

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Proxy Summary

DIRECTOR NOMINEES

Committee Memberships

Name

Age

Director
Since

Tenure

Independent

Principal Occupation

Audit

Compensation

Nominating
&
Corporate
Governance

Risk

Other Current
Public
Company
Boards

William
Ackman

2010

✓

Chief Executive Officer and Portfolio Manager of Pershing Square Capital Management, L.P.

•

Universal Music Group N.V.

David Eun

✓

Co-CEO, Alakai Group, LLC

•

None

Adam
Flatto

2010

✓

Chief Executive Officer and President of The Georgetown Company

•

None

Beth
Kaplan

2017

✓

Managing Partner of Axcel Partners, LLC

•

Crocs, Inc.

•

Brilliant Earth Group Inc.

•

Rent the Runway, Inc.

Allen
Model

2010

✓

Treasurer and Vice Chairman of Overseas Strategic Consulting, Ltd.

•

None

David
O’Reilly

2020

✘

Chief Executive Officer of The Howard Hughes Corporation

•

Kite Realty Group Trust

R. Scot
Sellers

2010

✓

Former Chief Executive Officer of Archstone

•

Inspirato LLC

•

Maui Land & Pineapple Company, Inc.

Steven
Shepsman

2010

✓

Executive Managing Director of New World Realty Advisors

•

None

Mary Ann
Tighe

2011

✓

Chief Executive Officer of CBRE’s New York Tri-State Region

•

None

Anthony
Williams

2021

✓

Chief Executive Officer and Executive Director of the Federal City Council

•

None

Meetings in 2022: 11

Average (Years)

Mr. Eun is a new director nominee and, if elected, he will fill the vacancy on the Board created by the departure of Linda Foggie, who resigned from the Board effective June 27, 2022.

Chair

Member

Financial Expert

Chairman of the Board

2 \ The Howard Hughes Corporation ● investor.howardhughes.com

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Proxy Summary

GOVERNANCE HIGHLIGHTS

The Board of Directors (the “Board”) and management believe that good corporate governance promotes accountability to stockholders, enhances investor confidence in The Howard Hughes Corporation (“HHC” or the “Company”) and supports long-term value creation. The Company has implemented and fostered a culture of good corporate governance, which includes the following:

✓	None of our director nominees serve on an excessive number of boards	✓	Each committee of the Board has a published charter that is reviewed annually
✓	A majority of executive pay is tied to performance-based and long-term equity incentives	✓	Each committee of the Board is 100% comprised of independent directors
✓	The Board follows Corporate Governance Guidelines	✓	The Board and each of its committees meet regularly and frequently without management present

See “Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” for more information.

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EXECUTIVE COMPENSATION HIGHLIGHTS

The Compensation Committee of the Board seeks to align the Company’s executive compensation program with its business strategy to attract, retain and engage the talent we need to compete in our industry, and to

align management with stockholders’ interests. The table below highlights key aspects of our executive compensation program and practices.

✓	A compensation recovery policy designed to prevent misconduct by any executive officers	✓	Non-employee directors and executive officers are subject to stock ownership guidelines
✓	No single-trigger change-in-control for severance pay and benefits	✓	No tax gross-ups in executive employment agreements or incentive plans
✓	Minimum three-year vesting period for the performance-based component of long-term equity awards	✓	A general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts, and limit orders, in each case, involving Company securities
✓	A substantial portion of our long-term equity awards contains meaningful performance hurdles to achieve full vesting	✓

4 \ The Howard Hughes Corporation ● investor.howardhughes.com

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Proxy Summary

HHCOMMUNITIES

We believe that our expansive portfolio and tremendous scale give HHC a unique opportunity to build next-generation communities and make a meaningful, positive impact on people’s lives at local, regional, and national levels. We are acutely aware of the responsibility that comes along with that opportunity. Building on our reputation for excellence and innovation, we remain focused on making our developments sustainable; giving back to our communities; protecting our landscapes; supporting inclusivity; and establishing communities that create value and well-being for generations to come.

Acknowledging the power of our scale, as well as the opportunities for taking climate action, we are amplifying and accelerating our efforts to further advance resiliency, conservation, innovation, and inclusion throughout our large-scale, mixed-use communities. We have aligned our community strategies to support the United Nations Sustainable Development Goals (UN SDGs), defined by the UN as the blueprint for achieving a better and more sustainable future for all – a framework that helps us view our people-centric approach to development and management through the global lens of our planet’s most pressing issues.

SUSTAINABLE

HHC’s guiding principle that drives the development of our award-winning master-planned communities is, ‘How you live, how we build’. Each community manages and addresses its unique context through resilient planning, green building design, high operational performance, and ongoing risk management. We continue to monitor and refine our approach as developments transition into operating assets to ensure continued support for the responsible use of resources, conservation, and efficiency measures. From an operational standpoint, we measure energy, water, emissions, and waste performance and proactively pursue efforts to reduce our impact across our portfolio. These efforts align with UN Sustainable Development Goals 6, 7, 12, 13 and 15, all of which focus on climate health and responsible resource stewardship. We complement this holistic approach with programs and actions customized for the age, asset type and regional considerations of our diverse properties. Data-driven analysis, engineering insights and occupant feedback drive unique strategies for each of our buildings.

In 2017, we set 10-year environmentally focused goals for energy use reduction, water use reduction, waste reduction and diversion and carbon emission reduction.

We report our progress against the goals annually in our HHCommunities report and leverage industry leadership programs to benchmark environmental performance. Our sustainability report highlighted our management of climate-related risks and opportunities in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. Annually, we work with DNV Business Assurance USA, Inc. to externally confirm our energy consumption, water consumption, greenhouse gas emissions and waste data. Leadership in Energy and Environmental Design (LEED), U.S. Environmental Protection Agency’s (EPA) ENERGY STAR and BOMA 360 certifications validate our use of sustainable design, construction and operations principles that result in reduced resource usage, decreased emissions and better well-being for building occupants. We achieved 16 ENERGY STAR certifications, 10 BOMA 360 certifications, 1 LEED certification, 2 LEED precertifications and 10 LEED registered projects, raising our total count to 82 active and pending certifications. The Woodlands, established in 1974, is the largest MPC in the world to receive LEED precertification; the recognition demonstrates HHC’s alignment with sustainability principles for nearly five decades.

In 2022, HHC was recognized by Global Real Estate Sustainability Benchmark (GRESB) for its sustainability leadership, earning the top ranking in the U.S. Diversified Listed peer group for the 2022 GRESB Real Estate Assessment’s Standing Investments Benchmark. The Company was also recognized as Sector Leader in the Americas Diversified category for its sustainability performance and best practices within the real estate industry. HHC’s first-place peer group ranking was determined by its strong portfolio-wide performance across topics of sustainability, inclusion and transparency. Two key scoring components of the Real Estate Assessment include management and performance. The management component measures an entity’s overall strategy and leadership, approach to stakeholder engagement, and policies and processes. The performance component measures an entity’s environmental and social performance.

INCLUSIVE

We build vibrant, diverse, and culturally rich communities that deliver an exceptional quality of life for generations to come. Our dedicated and talented team continues the work of the forward-thinking placemakers – James Rouse, George Mitchell, Victoria Ward and Howard Hughes – whose collective legacy of

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innovation, imagination, and excellence form the basis of our company. As of December 31, 2022, we had approximately 565 employees supporting our core business, with an additional 175 employed at the Las Vegas Ballpark, including seasonal staff required to support ongoing ballpark events and merchandising operations.

The continuous development of our employees – at work and at home – is intrinsically linked to our Company’s ever-evolving creation and stewardship of inclusive, sustainable community living. We encourage continued learning through tuition reimbursement, student debt management resources, and a fund for non-job-related training. To support our employees’ personal well-being, we offer competitive programs for our employees and their families at all stages of life, including a robust health benefits plan, 401k match plan, up to 12 weeks of fully paid leave for parents welcoming new children, financial support of adoption, donation, and surrogacy services, and bicycle reimbursement.

In 2022, HHC continued to build upon our Diversity, Equity, and Inclusion (DEI) strategies to elevate our overall goals and experiences for our employees and communities. We strive for diversification and retention of talent that ultimately drives top performance, diverse thought, inclusive culture, and leadership development. We invest in processes that help to activate equitable access for employee growth, both personally and professionally. We provide opportunities for all to develop a sense of belonging, fair representation, and engagement through initiatives such as trainings, strategic talent acquisition partnerships, Employee Resource Groups, and annual DEI goals. As of December 31, 2022, our workforce was 52% female and 35% ethnically diverse. Employees at a Vice President level or above were 31% female and 19% ethnically diverse.

In addition to our focus on our employees, we are highly attuned to how we impact the lives of those within our communities, and we support over 350 causes of local charities through monetary donations and volunteerism within our HHCares program. In 2022, the Company donated over $3.9 million nationwide, and matched more than $80,000 of individual employee donations to registered 501c3 non-profit organizations. Our employees also donated upwards of 1,300 hours of volunteer time throughout 2022.

At Howard Hughes, we recognize that our employees are the lifeblood of all we do, and we are committed to supporting them in all aspects of life. We believe better employees make better companies, and better companies build better communities.

TRANSPARENT

In order to identify, monitor, and mitigate potential risks that could impact our organization and investors, The Howard Hughes Corporation has made governance risk and management a top Board priority. As part of our corporate governance framework, we have a formal Enterprise Risk Management (ERM) Program that is overseen by the Board’s Risk Committee and led by our Risk Management team. The Risk Committee helps to evaluate the effectiveness of the ERM Program and the performance of the Risk Management team. It also reviews and monitors risks that have been identified and are considered critical by management, such as capital, market, liquidity, legal, regulatory, operational, reputational and strategic risks. The Risk Committee reviews and approves periodic risk assessment results and reviews risk mitigation activities deemed material by management. The Risk Committee also reviews risk mitigation activities for emerging risks and oversees management’s approach to fostering a risk-intelligent culture.

HHC’s program is shaped and supported by the Board and encompasses a range of corporate governance policies and guidelines that include but are not limited to: Anti-Corruption Compliance Policy, Board Diversity Policy, Cybersecurity Policy, Code of Business Conduct and Ethics for Officers and Employees, Code of Business Conduct and Ethics for the Board of Directors, Corporate Governance Guidelines, and Insider Trading Policy. These policies and our Human Rights Policy is published on the Company’s website (https://investor.howardhughes.com/documents).

Additional details on our sustainable, inclusive, and transparent approach are available in our latest annual report now called the HHCommunities Report, which can be found on the Company’s website (https://www.howardhughes.com/our-company/esg).

6 \ The Howard Hughes Corporation ● investor.howardhughes.com

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8 \ The Howard Hughes Corporation ● investor.howardhughes.com

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Proxy Statement for Annual Meeting of
Stockholders to Be Held on May 25, 2023

QUESTIONS AND ANSWERS REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING

				Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
				Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to its proxy materials over the Internet or, upon your request, through the mail. These materials are being provided in connection with the solicitation of proxies by the Board for use at the Company’s 2023 annual meeting of stockholders or any postponement or adjournment thereof (the “Annual Meeting”). Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 10, 2023 to stockholders entitled to ~~vote.~~notice of, and to vote at, the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. The Annual Meeting will be held at 9:00 a.m., Eastern time, on Thursday, May 25, 2023, at Pier 17 Green Room, 89 South Street, 3rd Floor, New York, NY 10038.
				How can I get electronic access to the proxy materials?
				The Notice will provide you with instructions regarding how to: • view the Company’s proxy materials for the Annual Meeting on the Internet; and • instruct the Company to send future proxy materials to you electronically by email. The Company’s proxy materials are also available on the Company’s website at www.howardhughes.com under the “Investors” tab. If you previously elected to access your proxy materials over the Internet, you will not receive a Notice or printed proxy materials in the mail. Instead, you have received an email with a link to the proxy materials and voting instructions. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you, which should result in lower costs associated with the Annual Meeting. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

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Proxy Statement for Annual Meeting of Stockholders to Be Held on May 25, 2023

		What is included in the proxy materials?
		The proxy materials include: • the Company’s Notice of the Annual Meeting; • this Proxy Statement for the Annual Meeting; and • the Company’s 2023 Annual Report to Stockholders. If you requested printed versions of these materials by mail, the proxy materials will also include a proxy card (for stockholders of record) or a voting instruction form (for beneficial owners) for the Annual Meeting.
		Who is entitled to vote at the Annual Meeting?
		Holders of Company common stock at the close of business on March 29, 2023 are entitled to receive notice of, and to vote their shares at, the Annual Meeting. As of March 29, 2023, there were 49,996,486 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote ~~for~~on each ~~director~~matter properly brought before the Annual Meeting. If your shares are registered in your name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “stockholder of record.” If your shares are held in an account with a broker, bank or other nominee, ~~and one vote for each of~~you are considered the ~~proposals.~~
~~Entry:~~	If you decide to attend the meeting in person, upon your arrival you will need to present valid photo identification and either your admission ticket or proof that you own Company stock. See page 8 for further instructions.

~~Proposals~~

Agenda Item
Board Vote
Recommendation Page
Reference
(for more
detail)
1. Election of nine directors to hold office until the 2017 annual meeting of stockholders FOR 27

2.

Advisory vote on executive compensation

FOR

31

3.

Proposal to approve the proposed Second Amended and Restated Certificate of Incorporation to permit stockholders to remove directors with or without cause and delete obsolete provisions

FOR

32

4.

Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2016

FOR

34

~~2015 Compensation Highlights~~

•

~~David Weinreb, Grant Herlitz, Andrew Richardson and Peter Riley received annual incentive payouts in the amounts set forth below:~~

•: ~~David Weinreb—$3,750,000, a decrease of $1,250,000 or 25.0%, compared to $5,000,000 for 2014;~~
•: ~~Grant Herlitz—$2,400,000, a decrease of $600,000 or 20.0%, compared to $3,000,000 for 2014;~~
•: ~~Andrew Richardson—$1,200,000, a decrease of $300,000 or 20.0%, compared to $1,500,000 for 2014; and~~
•: ~~Peter Riley—$750,000, an increase of $250,000 or 50.0%, compared to $500,000 for 2014.~~

~~Table of Contents~~

•: ~~At the Company's 2015 annual meeting of stockholders, 98.1% of shares voting voted in support of the Company's executive compensation as described in the 2015 proxy statement.~~

~~Compensation Best Practices~~

The compensation committee regularly reviews executive compensation best practices when evaluating the Company's compensation policies. The foundation of the Company's compensation policies is to reward employees, including the named executive officers, for achievements that support the mission and strategic objectives of the Company over the long term. The Company's compensation policies include:

•: ~~a compensation recovery policy designed to prevent misconduct by any executive officers;~~
•: a "double trigger" change-in-control severance payment provision in the employment agreements of the Chief Executive Officer; President; Chief Financial Officer; and Senior Vice President, Secretary and General Counsel;
•: a "double trigger" change-in-control acceleration provision in the equity award agreements for the President; Chief Financial Officer; and Senior Vice President, Secretary and General Counsel (the Company had not granted any equity awards to the Chief Executive Officer as of December 31, 2015);
•: ~~minimum stock ownership guidelines for the Chief Executive Officer; President; Chief Financial Officer; and Senior Vice President, Secretary and General Counsel; and~~
•: ~~no tax gross-ups in executive employment agreements~~

~~Prohibition on Hedging, Pledging and other Types of Transactions Involving the Company's Securities~~

~~The Company's Insider Trading Policy prohibits short sales; investing in publicly traded options; hedging; pledging and margin accounts; and limit orders involving Company securities.(1)~~

~~(1)~~: William A. Ackman, the Chairman of the Board of Directors, is exempt from the prohibition of hedging transactions solely in connection with any hedging or swap transaction entered into by Pershing Square Capital Management, L.P. or any of its affiliates or subsidiaries.

~~Table of Contents~~

~~2015 NEO Compensation Summary~~

~~A summary of the compensation paid to/received by each of our named executive officers during 2015 is set forth below.~~

Name and Principal Position
Salary
($) Stock
Awards
($) Non-Equity
Incentive Plan
Compensation/
Bonus
($) All Other
Compensation
($) Total
Compensation
($)
David R. Weinreb
Chief Executive Officer
1,000,000 — 3,750,000 $ 72,000 4,822,000
Grant Herlitz
President

750,000
2,394,325
2,400,000
—
5,544,325
Andrew Richardson
Chief Financial Officer

500,000
1,596,226
1,200,000
—
3,296,226
Peter Riley
Senior Vice President, Secretary and General Counsel

500,000
798,039
750,000
—
2,048,039
Christopher Curry
Senior Executive Vice President of Development

500,000
382,043
500,000
—
1,382,043

~~Primary Components of 2015 Compensation for Executive Officers~~

~~Below is a summary of the primary components of executive compensation.~~

~~Type~~	~~Form~~	~~Terms~~

~~Equity~~	~~Restricted Stock~~	~~Generally an annual grant with five-year cliff vesting, 50% of which is subject to total shareholder return thresholds and 50% of which is subject to continued service~~	46
~~Cash~~	~~Base Salary~~	~~Generally set forth in employment agreement and eligible for increase at periodic intervals~~	44
	~~Annual Cash Incentive~~	~~Earned based on attainment of pre-established financial performance targets and achievement against strategic goals set forth by the compensation committee~~	44
	~~Bonus~~	~~Earned based on overall performance against pre-established performance goals (applies to Mr. Curry only)~~	46
~~Other Employee Benefits~~	~~401(k), health coverage~~	~~Receive the same employee benefits as all employees~~	48

~~Table of Contents~~

~~2015 Pay Mix~~

Named executive officer compensation is weighted more heavily towards variable compensation through the use of annual and long-term incentives. Payouts of annual incentive compensation are subject to the Company achieving a minimum threshold of consolidated gross revenues and the individual named executive officer's achievement of personal performance goals set by the compensation committee. Long-term incentives are divided into two, equal components. One component is based on total shareholder return and the other is based upon continued service with the Company. Mr. Curry does not participate in the Company's annual incentive compensation program. As a result, the Compensation Committee has determined that Mr. Curry is eligible to receive an annual bonus reward. As the following charts show, on average, over 75% of named executive officer compensation is variable compensation.

~~Table of Contents~~

~~THE HOWARD HUGHES CORPORATION~~

~~One Galleria Tower~~
~~13355 Noel Road, 22~~^nd ~~Floor~~
~~Dallas, Texas 75240~~

~~PROXY STATEMENT~~
~~FOR~~
~~ANNUAL MEETING OF STOCKHOLDERS~~
~~To Be Held on May 19, 2016~~

~~QUESTIONS AND ANSWERS REGARDING THIS PROXY STATEMENT~~
~~AND THE ANNUAL MEETING~~

~~Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?~~

Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), The Howard Hughes Corporation (the "Company") has elected to provide access to its proxy materials over the internet or, upon your request, through the mail. These materials are being provided in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board") for use at the Company's 2016 annual meeting of stockholders or any postponement or adjournment thereof (the "Annual Meeting"). Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the "Notice") on or about April 7, 2016 to stockholders entitled to notice of and to vote at the meeting.

All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the internet.

You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement. The Annual Meeting will be held at 8:00 a.m., local time, on Thursday, May 19, 2016, at The Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, Texas 75240.

~~How can I get electronic access to the proxy materials?~~

~~The Notice will provide you with instructions regarding how to:~~

•: ~~view the Company's proxy materials for the Annual Meeting on the internet; and~~
•: ~~instruct the Company to send future proxy materials to you electronically by email.~~

~~The Company's proxy materials are also available on the Company's website at www.howardhughes.com.~~

If you previously elected to access your proxy materials over the internet, you will not receive a Notice or printed proxy materials in the mail. Instead you have received an email with a link to the proxy materials and voting instructions.

~~Table of Contents~~

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you thereby lowering the costs associated with the Annual Meeting. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

~~What is included in the proxy materials?~~

~~The proxy materials include:~~

•: ~~the Company's Notice of the Annual Meeting;~~
•: ~~this proxy statement for the Annual Meeting; and~~
•: ~~the Company's Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 29, 2016.~~

If you requested printed versions of these materials by mail, the proxy materials will also include a proxy card (for stockholders of record) or a voting instruction form (for beneficial owners) for the Annual Meeting.

~~Who is entitled to vote at the Annual Meeting?~~

Holders of Company common stock at the close of business on March 24, 2016, are entitled to receive notice of and to vote their shares at the Annual Meeting. On March 24, 2016, there were 39,832,176 shares of Company common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

If your shares are registered in your name with the Company's transfer agent, Computershare Trust Company, N.A., you are considered a "stockholder of record." If your shares are held in an account with a broker, bank or other nominee, you are considered the "beneficial owner."“beneficial owner.” As the beneficial owner, you have the right to direct ~~your broker, bank or other nominee on how to vote your shares.~~

~~How do I vote?~~

~~You may vote using any of the following methods:~~


				*~~By internet or telephone~~*
				If you are a stockholder of record, you will need the control number included on your Notice, proxy card or in the email that you receive to access the proxy statement and annual report. Follow the instructions to vote your shares electronically on the internet or by calling the toll-free number provided to you.
				~~If you are a beneficial owner of shares, you may vote your shares electronically on the internet by following the instructions sent to you by~~ your broker, bank or other ~~holder of record or by calling the toll-free number provided~~nominee on how to ~~you.~~vote your shares.
				*~~By mail~~*How do I vote?


			How to Vote				~~If you are a stockholder of record, you may request from us,~~
			Your vote is important. Please vote as soon as possible by ~~following the instructions on your Notice or in the email that you received, printed copies~~one of the ~~proxy statement and annual report, which will include a proxy card.~~

~~Table of Contents~~

methods shown below.
		If you are a beneficial owner of shares, follow the instructions from your broker, bank or other holder of record to request copies of the proxy statement and annual report, which will include a voting instruction form.
		~~Be sure to complete, sign and date the proxy card or voting instruction form and return it in the manner instructed.~~
		*In person at the Annual Meeting*
		All stockholders of record may vote in person at the Annual Meeting. You can request a ballot at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting.
	By telephone		All stockholders of record may vote their shares by calling 1-800-690-6903 toll-free. Submit your vote by telephone until 11:59 p.m. ET on May 24, 2023. Have your proxy card available and follow the instructions provided by the recorded message to vote your shares. If you are a beneficial owner of shares, you may vote your shares by telephone by following the instructions sent to you by your broker, bank or other record holder.
	By Internet		All stockholders of record may vote their shares online at www.proxyvote.com. Use the Internet to transmit your voting instructions until 11:59 p.m. ET on May 24, 2023. Have your proxy card available and follow the instructions on the website to vote your shares. If you are a beneficial owner of shares, you may vote your shares online by following the instructions sent to you by your broker, bank or other record holder.
	By mail		If you are a stockholder of record, you may request from us, by following the instructions on your Notice or in the email that you received, printed copies of the proxy materials, which will include a proxy card. If you are a beneficial owner of shares, you may vote your shares by mail by following the instructions sent to you by your broker, bank or other record holder.

10 \ The Howard Hughes Corporation ● investor.howardhughes.com

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Proxy Statement for Annual Meeting of Stockholders to Be Held on May 25, 2023

				Internet and telephone voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. ~~Eastern Time~~ET on May ~~18, 2016.~~24, 2023. The availability of ~~internet~~Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. You should follow the voting instructions in the materials provided to you by your broker, bank or other holder of record. If you vote on the ~~internet~~Internet or by telephone, you do not have to return a proxy card or voting instruction form. If you are located outside the U.S. and Canada, please use the ~~internet~~Internet or mail voting ~~methods.~~procedures. Your vote is important. Your timely response ~~can~~may save us the expense of attempting to contact you again.
				What is householding and how does this affect me?
				We have adopted a procedure approved by the SEC called “householding.” Under this procedure, registered stockholders, who have the same address and last name and who receive paper copies of the proxy materials in the mail, will receive only one copy of our proxy materials. This consolidated method of delivery will continue unless one or more of these stockholders notifies us that they would like to receive individual copies of proxy materials. This procedure reduces our printing costs and postage fees. If a stockholder of record residing at such address wishes to receive separate proxy materials in the future, he or she may contact The Howard Hughes Corporation, 9500 Woodloch Forest Drive, Suite 1100, The Woodlands, Texas 77380, Attention: Investor Relations.
				What can I do if I change my mind after I submit my proxy?
				If you are a stockholder of record, you can revoke your proxy at any time before it is exercised by: • delivering written notice revoking your proxy to the Corporate Secretary at the Company’s address set forth above; • timely delivering a new, later-dated proxy using one of the methods described above; or • voting in person at the Annual Meeting. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.
				What shares are included in my proxy?
				If you are a stockholder of record, you will receive one proxy card for all of your shares that are registered in your name with the Company’s transfer agent. If you are a beneficial owner of shares, the voting instructions you receive from your broker, bank or other nominee will indicate the number of shares of Company common stock held by them on your behalf. If you received more than one proxy card or voting instructions, then your shares are likely registered in more than one name with the Company’s transfer agent and/or held in more than one account with your broker, bank or other nominee. Please complete, sign, date and return each proxy card and/or voting instructions to ensure that all of your shares are voted.
				What happens if I do not give specific voting instructions?
				All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions. If a properly executed proxy gives no specific instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. If you are a beneficial owner of shares and do not provide your broker, bank or other nominee with specific voting instructions, then under the rules of the New York Stock Exchange (the “NYSE”), they may only vote on matters for which they have discretionary power to vote. If your broker, bank or other nominee does not receive instructions

~~What can I do if I change my mind after I submit my proxy?~~

~~If you are a stockholder of record, you can revoke your proxy prior to~~

Proxy Statement for the ~~completion of voting at the~~2023 Annual Meeting ~~by:~~

•: ~~delivering written notice revoking your proxy to the Corporate Secretary at the Company's address set forth above;~~
•: ~~timely delivering a new later-dated proxy using one~~ of ~~the methods described above; or~~
•: ~~voting in person at the Annual Meeting.~~

~~If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the~~Stockholders / 11

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Proxy Statement for Annual Meeting ~~if you obtain a legal proxy from your broker, bank or other nominee.~~

~~What shares are included in my proxy?~~

~~If you are a stockholder~~ of record, you will receive one proxy card for all of your shares that are registered in your name with the Company's transfer agent. If you are a beneficial owner of shares, the voting instructions you receive from your broker, bank or other nominee will indicate the number of shares of Company common stock held by themStockholders to Be Held on your behalf. If you received more than one proxy card or voting instructions, then your shares are likely registered in more than one name with the Company's transfer agent and/or held in more than one account with your broker, bank or other nominee. Please complete, sign, date and return each proxy card and/or voting instructions to ensure that all of your shares are voted.

~~Table of Contents~~

~~What happens if I do not give specific voting instructions?~~

All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions. If a properly executed proxy gives no specific instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If you are a beneficial owner of shares and do not provide your broker, bank or other nominee with specific voting instructions, then under the rules of the New York Stock Exchange, they may only vote on matters for which they have discretionary power to vote. If your broker, bank or other nominee does not receive instructions from you on how to vote your shares and they do not have discretion to vote on the matter, then the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares.

Your broker, bank or other nominee will not be permitted to vote on your behalf on the election of directors, the advisory vote on executive compensation, the proposal to approve the proposed Second Amended and Restated Certificate of Incorporation and other matters to be considered at the Annual Meeting, unless you provide specific instructions by completing and returning a properly executed proxy or following the instructions provided to you to vote your shares. For your vote to be counted, you need to communicate your voting decisions to your broker, bank or other nominee before the date of the Annual Meeting.

~~What constitutes a quorum?~~

~~A majority of the outstanding shares of common stock must be present, in person or by proxy, to constitute a quorum at the Annual Meeting.~~

Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.

~~Who can attend the Annual Meeting?~~

The Annual Meeting is open to all holders of the Company's common stock. Each stockholder is permitted to bring one guest. No cameras, recording equipment, large bags, briefcase or packages will be permitted in the Annual Meeting, and security measures will be in effect to provide for the safety of attendees.

~~Do I need a ticket to attend the Annual Meeting?~~

Yes, you will need an admission ticket or proof of ownership of the Company's common stock to enter the meeting. If your shares are registered in your name and you have elected to receive paper copies of the proxy materials, you will find an admission ticket attached to the proxy card sent to you. If your shares are held in the name of your broker, bank or other nominee or you received your materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage statement. All stockholders will be required to present valid picture identification.

~~IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN COMPANY COMMON STOCK, YOU MAY NOT BE ADMITTED INTO THE ANNUAL MEETING.~~

~~Table of Contents~~

~~What will the stockholders vote on at the annual meeting, what are the voting requirements for each of the matters to be voted on at the Annual Meeting and what are the Board's voting recommendations?~~

May 25, 2023

				from you on how to vote your shares and they do not have discretion to vote on the matter, then the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. Your broker, bank or other nominee will not be permitted to vote on your behalf on the election of directors; the advisory vote on executive compensation; and other matters to be considered at the Annual Meeting, unless you provide specific instructions by completing and returning a properly executed proxy or following the instructions provided to you to vote your shares. For your vote to be counted, you need to communicate your voting decisions to your broker, bank or other nominee before the date of the Annual Meeting.
					What constitutes a quorum?
				A majority of the outstanding shares of common stock must be present, in person or by proxy, to constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.
				Who can attend the Annual Meeting?
				The Annual Meeting is open to all holders of the Company’s common stock as of the record date. Please note photo identification and proof of ownership as of the record date are required to attend the Annual Meeting.

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Proxy Statement for Annual Meeting of Stockholders to Be Held on May 25, 2023

				What will the stockholders vote on at the Annual Meeting, what are the voting requirements for each of the matters to be voted on at the Annual Meeting, and what are the Board’s voting recommendations?

	Proposal							Vote Necessary to Approve ~~Proposals~~		Proposal			Broker Discretionary Voting Allowed?		Treatment of Abstentions and Broker Non-Votes	Board Recommendation
~~No. 1—~~	1		Election of ~~Directors~~ directors			Each director nominee must receive the affirmative vote of a majority of the votes cast with respect to the nominee, excluding abstentions			No		~~Abstentions and broker non-votes are not considered votes cast~~	No effect		✓FOR each director nominee
~~No. 2—~~	2		Advisory ~~Vote on Executive Compensation~~ (non-binding) vote to approve executive compensation (Say-on-Pay)			Affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the matter		No	No			Abstentions ~~will be considered votes~~have the effect of a vote cast against the matter and broker non-votes ~~are not considered votes cast~~ have no effect		✓FOR
~~No. 3—Approval~~	3		Advisory (non-binding) vote on the frequency of ~~Second Amended and Restated Certificate of Incorporation~~ advisory votes on executive compensation		~~Affirmative vote of a majority of the outstanding shares entitled to vote~~		No		~~Abstentions and broker non-votes will be considered votes cast against the matter~~		~~FOR~~
~~No. 4—Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2016~~		Affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the matter	~~Yes~~	No			Abstentions ~~will be considered votes~~have the effect of a vote cast against the matter and broker non-votes have no effect			✓FOR every year
	4		Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023			Affirmative vote of a majority of the votes cast			Yes			No effect		✓FOR

~~Table~~

Proxy Statement for the 2023 Annual Meeting of ~~Contents~~

Stockholders / 13

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~~MATTERS RELATED TO~~ 

Matters Related to Corporate Governance,
Board Structure, Director Compensation and
Stock Ownership

CORPORATE GOVERNANCE ~~BOARD STRUCTURE, DIRECTOR~~
~~COMPENSATION AND STOCK OWNERSHIP~~

~~Corporate Governance and Risk Management~~

The Board has adopted the following policies to serve as the governing framework of the Company:

•

■

corporate governance guidelines to assist the Board in the exercise of its responsibilities to the Company and its stockholders;

•

■

a code of business conduct and ethics applicable to the ~~Company's~~Company’s directors;

•

■

a code of business conduct and ethics applicable to the ~~Company's~~Company’s officers and other employees; and

•

■

written charters for its ~~audit committee, compensation committee, nominating~~Audit Committee, Compensation Committee, Nominating and ~~corporate governance committee~~Corporate Governance Committee and ~~risk committee.~~

Risk Committee.

The ~~Company's~~Company’s corporate governance guidelines, codes of business conduct and ethics and committee charters are available on the ~~Company's~~Company’s website at www.howardhughes.com under the ~~Investors~~“Investors” tab. You may also obtain a copy of these policies upon written request to the ~~Company's~~Company’s Corporate Secretary at its principal executive office.

The Board periodically reviews its corporate governance policies and practices. Based on these reviews, the Board may adopt changes to policies and practices that are in the best interests of the Company and as appropriate to comply with any new SEC or ~~New York Stock Exchange ("NYSE")~~NYSE corporate governance requirements.

The Board may, at its discretion, elect a Chairman of the Board from among the directors. If at any time the

Chairman of the Board is a current or former executive officer of the Company, or for any reason is not an independent director, a presiding director will be selected by the independent directors from among the directors who are not current or former executive officers of the Company and are otherwise independent. The Board adopted this structure to promote decision-making and governance that are independent of the ~~Company's~~Company’s management and to better perform the ~~Board's~~Board’s monitoring and evaluation functions. ~~Presently, the~~The positions of Chairman of the Board and Chief Executive Officer are held by different individuals. The Chairman of the Board, William Ackman, is not a member of Company management.

The Board has established a policy that its non-management directors meet in executive session, without members of management present at least four times per year; provided, however, that any non-management director may request additional executive sessions of the non-management directors at any time, if and when necessary, to discuss any matter of concern. The Chairman of the Board or presiding director presides over each executive session. The Board policy provides that if the Board includes non-management directors that are not independent, at least one executive session each year will include only independent directors.

The Company believes that the foregoing policies and practices, when combined with the ~~Company's~~Company’s other governance policies and procedures, provide an appropriate framework for oversight, discussion and evaluation of decisions and direction from the Board.

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Matters Related to Corporate Governance, Board Structure, Director

Compensation and Stock Ownership

Foundation in Sound Governance Practices
✓	Regular executive sessions of independent directors	✓	Majority voting with resignation policy for directors in uncontested elections
✓	Annual Board and committee evaluations, including an independent third-party evaluation once every three years	✓	A general prohibition against short sales; investing in publicly traded options; hedging; pledging and margin accounts; and limit orders, in each case, involving Company securities
✓	Directors may contact any employee of our Company directly, and the Board and its committees may engage independent advisors at their sole discretion	✓	Stockholders holding at least 15% of our outstanding shares of common stock can call a special meeting of stockholders
✓	Annual elections of directors (i.e., no staggered board)	✓	Director and executive stock ownership requirements
		✓	Executive Compensation Recoupment Policy

RISK MANAGEMENT

The Board views risk management as one of its primary responsibilities. A fundamental part of risk management is not only understanding the risks that the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. ~~In 2012, the~~Our Board ~~established~~is responsible for overseeing the risk ~~committee. The risk committee assists~~management of our Company, which is carried out by the full Board ~~with~~as well as at each of its committees and, in particular, the ~~formulation of risk strategies~~Risk Committee.

BOARD RISK MANAGEMENT OVERSIGHT INCLUDES:

■

strategic and ~~oversees~~financial considerations

■

legal, regulatory and compliance risks

■

other risks considered by the committees

RISK COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

development and implementation of the ~~Company's~~Company’s enterprise risk management program, ~~(the "ERM Program"),~~ which is an enterprise-wide

~~Table of Contents~~

program designed to enable effective and efficient identification of critical enterprise risks and to ~~facilitate the incorporation of~~incorporate risk considerations into decision ~~making. While the Board maintains oversight responsibility for risk management, the Board's other standing committees support the Board~~making

■

overall risk-taking tolerance and risk ~~committee by regularly addressing various~~governance

■

ESG risks ~~in their respective areas of oversight. Specifically, the audit committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of~~

AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

financial, ~~reporting, internal controls~~legal and compliance ~~with public reporting requirements. The compensation committee considers~~risks

■

technology and ~~evaluates whether~~cybersecurity risks

COMPENSATION COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

considering the ~~Company's compensation structure establishes appropriate incentives for executives and other employees of~~relationship between the ~~Company, including whether the Company's~~Company’s overall compensation policies and practices for ~~its executives~~employees, including executive officers, and ~~employees~~risk, including whether such policies and practices give rise to risks that ~~are~~would be reasonably likely to have a material adverse effect on the ~~Company. The nominating and corporate governance committee assists the~~Company

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

■

managing risks related to Board ~~in fulfilling its risk management~~ composition

■

oversight ~~responsibilities associated with~~of risks related to corporate governance ~~succession planning~~

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Matters Related to Corporate Governance, Board Structure, Director

Compensation and emergency procedures. Each of the committee chairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

~~Director Independence~~

Stock Ownership

DIRECTOR INDEPENDENCE

NYSE corporate governance guidelines require that at least a majority of the members of the Board meet the NYSE criteria for independence. The Board has determined that each of its non-management directors, which include Mr. Ackman, Mr. Flatto, ~~Mr. Furber, Mr. Krow,~~Ms. Kaplan, Mr. Model, Mr. Sellers, Mr. Shepsman, ~~Mr. Tansky and~~ Ms. Tighe and Mr. Williams, is independent under the NYSE

independence standards. The Board has also determined that its new non-management director nominee, Mr. Eun, is independent under the NYSE independence standards. Mr. ~~Weinreb~~O’Reilly is not independent because he is the ~~chief executive officer~~Chief Executive Officer of the Company.

~~Director Nominations~~

~~Qualifications.~~

DIRECTOR NOMINATIONS

Qualifications

The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee considers a number of factors in its evaluation of director candidates. These factors include their specific experience, qualifications, attributes and skills in light of the ~~Company's~~Company’s business. The ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee is also responsible for recommending the nomination of those incumbent directors it deems appropriate for ~~re-election~~reelection to the Board and, if applicable, reappointment to any committees of the Board on which such director serves.

While the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee has not established specific criteria relating to a ~~candidate's~~candidate’s age, education, experience level or skills, qualified candidates are expected to have strong business expertise and, in particular, experiences and expertise with regard to one or more of the following: real estate development and management, retail and entertainment operations, marketing, capital markets, technology, financial reporting, risk management, public policy and government relations, ESG and/or business strategy. Under the Committee’s Charter and our Diversity Policy, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee also considers the independence of the nominee, availability for service to the Company (including any potential conflicts of interest), age of the incumbent directors on the Board, diversity and the ~~Board's~~Board’s anticipated needs with regard to director expertise. With regard to diversity, the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee is committed to considering candidates for the Board regardless of gender, ethnicity and national ~~origin.~~ origin, recognizing the importance of maintaining a Board with a broad scope of backgrounds that will expand the views and experiences available to the Board in its deliberations.

Stockholder Recommendations

The ~~Diversity Policy was adopted by the nominating~~Nominating and ~~corporate governance committee on October 12, 2011, and its effectiveness will be evaluated from time to time.~~

~~Stockholder Recommendations.~~ ~~The nominating and corporate governance committee~~Corporate Governance Committee will consider recommendations of potential candidates from stockholders based on the same criteria as a candidate identified by the ~~nominating~~Nominating and ~~corporate governance committee.~~

Corporate Governance Committee.

~~Table of Contents~~

To recommend a candidate, a stockholder must provide notice to the Company. The notice must include the following:

•

■

monetary agreements, arrangements and understandings during the past three years as to each person being recommended, all information relating to such person that would be required to be disclosed in a proxy statement, or other filings required to be made in connection with solicitations of proxies for election of directors in contested elections;

•

■

such ~~person's~~person’s written consent to being named in ~~the~~a proxy statement for the Company’s next annual meeting of stockholders as a nominee and to serving as a director if elected; and

•

■

a description of all direct and indirect compensation between the ~~company~~Company and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships between or among such stockholder and, if applicable, the beneficial owner of the shares held by such stockholder.

For information regarding when notice must be received to be considered timely, see “Stockholder Proposals for 2024 Annual Meeting of Stockholders.”

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Matters Related to Corporate Governance, Board Structure, Director

Compensation and Stock Ownership

STOCKHOLDER ENGAGEMENT

We believe that strong corporate governance should include year-round engagement with our stockholders. Through our investor outreach program, we solicit feedback on our executive compensation program,

corporate governance and disclosure practices, and we respond to questions regarding ~~when notice must be received to be considered timely, see "Stockholder Proposals for 2017 Annual Meeting~~our programs, policies and goals. We share the feedback we receive with our Board of ~~Stockholders."~~

~~Communications with the Board~~

Directors and applicable Committees.

COMMUNICATIONS WITH THE BOARD

Any stockholder ~~and~~or other interested party may communicate with the Board, any Board committee, the non-management directors or any individual director. All written communications must identify the recipient and the author and be sent by certified mail ~~to:~~ to the Company’s principal executive offices at:

The Howard Hughes Corporation ~~One Galleria Tower, 13355 Noel Road, 22~~^nd ~~Floor, Dallas,~~
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas ~~75240,~~ 77380
Attention: Corporate ~~Secretary.~~ Secretary

The Corporate Secretary will act as agent for the directors in facilitating these communications.

~~Codes of Business Conduct and Ethics~~

CODES OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a code of business conduct and ethics applicable to the ~~Company's~~Company’s directors and a code of business conduct and ethics applicable to the ~~Company's~~Company’s officers and other ~~employees.~~employees, each of which can be found on the Company’s website at investor.howardhughes.com/documents. The purpose of these codes is to, among other things, affirm the ~~Company's~~Company’s commitment to the highest standards of business conduct and ethics, integrity and attendant

compliance reporting in accordance with all applicable laws. The codes set forth a common set of values and standards to which all of the ~~Company's~~Company’s directors, officers and employees are expected to adhere. The Company will post information regarding any amendment to, or waiver from, its codes of business conduct and ethics on its website under the ~~Investors~~“Investors” tab as required by applicable law.

~~Table~~

Proxy Statement for the 2023 Annual Meeting of ~~Contents~~

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The Board, Its Committees and Its
Compensation

THE BOARD ~~ITS COMMITTEES AND ITS COMPENSATION~~

~~The Board~~

~~Nine~~

Eight of our current directors are non-management ~~directors.~~directors; Mr. Eun will be our ninth non-management director, if elected. Under the ~~Company's~~Company’s amended and restated bylaws, the Board may select one of its members to be Chairman of the Board. ~~Currently,~~ William Ackman is the Chairman of the Board.

Under the ~~Company's~~Company’s corporate governance guidelines, Board members are expected to devote the time reasonably necessary to discharge their responsibilities and to prepare for and, to the extent reasonably practicable, attend and participate in all meetings of the Board and ~~Board~~the committees on which they serve. Each director is expected to attend the annual meeting of stockholders. The Board held a total of ~~seven~~11 meetings in ~~2015.~~2022. All directors attended 75% or more of the meetings of the Board and of the

committees ~~and asset subcommittees~~ on which they served during ~~2015.~~2022. All the directors ~~then in office~~ attended our ~~2015~~2022 annual meeting of stockholders.

Our individual Board members have varied expertise and bring extensive professional experience both within and outside the real estate industry. This provides our Board with a vast collective skill set ~~which~~that is advantageous to the ~~Board's~~Board’s oversight of our Company. While the industry-specific expertise possessed by certain of our Board members is essential, we also benefit from the viewpoints of our directors with expertise from outside of the real estate industry. These varied perspectives expand the ~~Board's~~Board’s ability to provide relevant guidance to our leadership team and overall business.

~~Board Committees~~

~~The~~

BOARD COMMITTEES

Our Board has ~~five~~four regularly standing committees: ~~audit~~Audit; Compensation; Nominating and Corporate Governance; and Risk. The specific membership of each committee ~~compensation~~allows us to take advantage of our directors’ diverse skill sets, which enables deep focus on committee ~~nominating and corporate governance committee, retail and design committee and risk committee, each~~matters.

Each of ~~which is described below. Each committee operates under~~our committees:

•

Operates pursuant to a written charter ~~adopted by~~(available on our website at www.howardhughes.com under the ~~Board, with the exception~~“Investors” tab);

•

Reviews its charter annually; and

•

Evaluates its performance annually.

The Company’s reputation is of ~~the retail and design committee, whose responsibilities were set forth in resolutions adopted by the Board. The table below sets forth the current composition of Board committees.~~

~~Table of Contents~~

~~The audit committee oversees the Company's accounting and financial reporting processes and the audits of the Company's financial statements. The functions~~critical importance. In fulfilling their duties and responsibilities, each of our standing committees and our Board considers the ~~audit committee include:~~

•: ~~appointing, retaining~~potential effect of any matter on our reputation.

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The Board, its Committees and ~~replacing the independent registered public accounting firm;~~

•

~~managing and overseeing the work of the independent registered public accounting firm;~~

•

~~pre-approving all auditing services, internal control related services and permitted non-audit services to be performed for the Company by the independent registered public accounting firm;~~

•

~~reviewing and discussing with management and the independent registered public accounting firm financial statement and disclosure matters;~~

•

~~reviewing the findings and recommendations of the Company's independent registered public accounting firm and management's response to the recommendations of that firm;~~

•

~~reviewing and discussing with management and the independent registered public accounting firm the Company's major financial and accounting risk exposures;~~

•

~~overseeing the internal audit function;~~

•

~~overseeing compliance with applicable legal and regulatory requirements as it relates to financial reporting;~~

•

~~establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and~~

•

~~reviewing the adequacy of the audit committee charter on an annual basis.~~

~~The Company's independent registered public accounting firm reports directly to the audit committee. Each member of the audit committee~~its Compensation

	AUDIT			Meetings in 2022: 6
	All Independent			Key Responsibilities
	•Steven Shepsman • Beth Kaplan • Allen Model • Anthony Williams			• Pre-approving auditing services, internal control-related services and permitted non-audit services to be performed for the Company by the independent registered public accounting firm • Reviewing and discussing with management and the independent registered public accounting firm financial statement and disclosure matters • Reviewing the findings and recommendations of the Company’s independent registered public accounting firm and management’s response to the recommendations of that firm • Reviewing and discussing with management and the independent registered public accounting firm the Company’s significant financial and accounting risk exposure • Overseeing the internal audit function • Overseeing compliance with applicable legal and regulatory requirements as it relates to financial reporting • Establishing “whistleblower” procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters

	Key Skills and Experiences Represented
	• Audit, tax, accounting • Preparation or oversight of financial statements • Compliance • Risk management • Public policy and government relations
	Each member of the Audit Committee has the ability to read and understand fundamental financial statements. The Board has determined that Mr. Shepsman meets the requirements of an “audit committee financial expert” as defined by the rules of the Securities Exchange Act of 1934 (the “Exchange Act”).

	COMPENSATION			Meetings in 2022: 5
	All Independent			Key Responsibilities
	•R. Scot Sellers • William Ackman • Mary Ann Tighe • Adam Flatto			• Evaluating the performance of and determining the compensation for the Company’s executive officers, including its Chief Executive Officer • Reviewing, approving and recommending to the Board the Company’s annual and long-term incentive plans and programs • Reviewing and approving employment and other contracts relating to compensation of the Company’s executive officers • Reviewing director compensation policies, objectives and programs and approving the form and amount of director compensation • Reviewing with management and approving the Compensation Discussion and Analysis to be included in the Company’s proxy statement

	Key Skills and Experiences Represented
	• Setting executive compensation • Evaluating executive and Company-wide compensation programs • Human capital management

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The Board, its Committees and its Compensation

	NOMINATING AND CORPORATE GOVERNANCE			Meetings in 2022: 4
	All Independent			Key Responsibilities
	•Beth Kaplan •Adam Flatto • Steven Shepsman • Mary Ann Tighe • Anthony Williams			• Developing and recommending corporate governance guidelines applicable to the Board and the Company’s employees • Developing criteria and qualifications for directors to be used in identifying, reviewing and selecting director candidates • Identifying and recommending diverse individuals qualified to be directors • Reviewing relationships between directors, the Company and members of management and recommending to the Board whether directors are independent • Recommending committee composition and assignments

	Key Skills and Experiences Represented
	• Corporate governance • Current and prior public company board service

	RISK			Meetings in 2022: 4
	All Independent			Key Responsibilities
	•Allen Model • Beth Kaplan • R. Scot Sellers • Steven Shepsman			• Assisting the full Board in the assessment and evaluation of critical risks • Approving the Company’s enterprise-wide, risk management framework • Reviewing policies and procedures established and implemented by management to understand general enterprise and related business risk inherent in the Company’s business • Providing strategic consultation and input to management to assist management in evaluating policies and practices that provide the framework to ensure operational efficiency and necessary controls for operational and other risks • Identifying which risks should be elevated to the full Board for assessment • Overseeing the delegation of risk-related responsibilities to each Board Committee • Meeting periodically with management to discuss certain business opportunities and help determine whether additional resources should be allocated for development and subsequent presentation to the full Board

	Key Skills and Experiences Represented
	• Understanding of how risk is undertaken, mitigated and controlled • Real estate, retail and entertainment operating experience

Commitment of Our Board – 2022	2022 Meetings
Board		11
Audit		6
Compensation		5
Nominating and Corporate Governance		4
Risk		4
Executive Sessions of Independent Directors without Management		5

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The Board, its Committees and its Compensation

BOARD AND COMMITTEE EVALUATIONS

We recognize the critical role that the Board and committee evaluations play in ensuring the effective functioning of our Board. It is important to take stock of Board, committee and director performance, and to solicit and act upon feedback from each member of the audit committee is "independent" as defined by NYSE corporate governance standards and Rule 10A-3 of the Securities Exchange Act of 1934. The Board has also determined that Mr. Shepsman meets the requirements of an "audit committee financial expert" as defined by the rules of the SEC.

~~Compensation Committee~~

~~The compensation committee establishes, administers and reviews the Company's policies, programs and procedures for compensating its executive officers and the~~our Board. ~~The functions and responsibilities of the compensation committee include:~~

•: ~~evaluating the performance of and determining the compensation for the Company's executive officers, including its Chief Executive Officer;~~
•: ~~reviewing, approving and recommending to the Board the Company's incentive plans;~~
•: ~~reviewing and approving employment and other contracts relating to compensation with the Company's executive officers;~~
•: ~~reviewing director compensation policies, objectives and programs and approving the form and amount of director compensation;~~
•: ~~reviewing and discussing with management the Compensation Discussion and Analysis to be included in the Company's annual reports or proxy statement; and~~

~~Table of Contents~~

•: ~~reviewing the adequacy of the compensation committee charter on an annual basis.~~

~~The Board has determined that each member of the compensation committee is "independent" as defined by NYSE corporate governance standards.~~

To this end, our Nominating and Corporate Governance Committee

is responsible for evaluating the performance of our Board annually, and each of our Board’s committees also conducts an annual self-evaluation.

Evaluations – A Multi-Step Process

The ~~functions~~Nominating and ~~responsibilities~~Corporate Governance Committee periodically reviews the format of ~~the nominating and corporate governance committee include:~~

•: ~~developing and recommending corporate governance guidelines applicable to~~ the Board and committee evaluation process to ensure that actionable feedback is solicited on the ~~Company's employees;~~
•: ~~developing criteria and qualifications for directors to be used in identifying, reviewing and selecting director candidates;~~
•: ~~identifying and recommending individuals qualified to be directors;~~
•: ~~reviewing relationships between directors, the Company and members~~operation of ~~management and recommending to~~ the Board ~~whether directors are independent;~~
•: ~~recommending~~and director performance. In addition, the Nominating and Corporate Governance Committee believes it is important to periodically have an independent third party complete the annual Board and committee ~~composition and assignments; and~~
•: ~~reviewing the adequacy of the nominating and corporate governance committee charter on an annual basis.~~

~~The Board has determined that each member of the nominating and corporate governance committee is "independent" as defined by NYSE corporate governance standards.~~

~~Retail and Design Committee~~

~~The functions and responsibilities of the retail and design committee include:~~

•: ~~approving policies, principles, guidelines, goals, parameters and objectives applicable to retail properties;~~
•: evaluating and overseeing the implementation of the Company's development and leasing strategies for retail properties, which will include the evaluation of tenants, proposals, projects under development, local market conditions, industry trends and regulatory issues and other factors likely to influence the Company's management of retail properties; and
•: ~~providing feedback regarding major decision points in connection with the Company's development and leasing strategies for retail properties.~~

~~Risk Committee~~

The risk committee oversees all aspects of the ERM Program and the efforts of management in formulating strategies, policies and procedures with respect to the identification, measurement, management and control of all categories of risk. The functions and responsibilities of the risk committee include:

•: ~~assessing and evaluating critical risks;~~
•: ~~approving the Company's enterprise wide, risk management framework;~~

evaluations.

~~Table of Contents~~

•: ~~reviewing policies and procedures established and implemented by management to understand general enterprise and related business risk inherent in the Company's business;~~
•: providing strategic consultation and input to management to assist management in evaluating policies and practices that provide the framework to ensure operational efficiency and necessary controls for operational and other risks;
•: ~~overseeing the delegation of risk-related responsibilities to each Board committee; and~~
•: ~~reviewing the adequacy of the risk committee charter on an annual basis.~~

~~The Board has determined that each member of the risk committee is "independent" as defined by NYSE corporate governance standards.~~

~~2015 Director Compensation~~

~~Annual Compensation.~~

	• Questionnaire			Evaluation questionnaire provides director feedback on an unattributed basis
	• One-on-One Discussions			Every third year, the Nominating and Corporate Governance Committee engages an independent third party to conduct one-on-one discussions with each director to solicit additional feedback and provide individual feedback
	• Board Summary			Summary of Board and committee evaluation results provided to the full Board
	• Feedback Incorporated			Policies and practices updated as appropriate as a result of director feedback

2022 DIRECTOR COMPENSATION

ANNUAL COMPENSATION

The table below summarizes the Company’s non-employee director compensation ~~plan approved by~~program.

	Total
Board Service:
Annual Retainer ($145,000 Restricted Stock Award and $75,000 Cash)		$220,000
Committee Service:
Annual Audit Committee Chair Retainer		$30,000
Annual Audit Committee Member Retainer		$15,000
Annual Compensation Committee Chair Retainer		$15,000
Annual Compensation Committee Member Retainer		$5,000
Annual N&CG Committee Chair Retainer		$12,500
Annual N&CG Committee Member Retainer		$5,000
Annual Risk Committee Chair Retainer		$12,500
Annual Risk Committee Member Retainer		$5,000

Under our director compensation program, the ~~Board.~~

Board Service:

Annual Retainer
$ 165,000
Meeting Fee (in person)
2,000
Meeting Fee (telephonic)
750
Board Committee Service:

Audit Committee Chair
$ 30,000
Audit Committee Member
15,000
All Other Committee Chairs
7,500
All Other Committee Members
3,750
Audit Committee Meeting Fee (in person or telephonic meetings requiring significant preparation,i.e. review of periodic reports)
1,500
Audit Committee Meeting Fee (all other in person meetings)
1,000
Audit Committee Meeting Fee (all other telephonic meetings)
750
All Other Committee Meeting Fees (in person)
1,000
All Other Committee Meeting Fees (telephonic)
500

~~The~~ annual retainer for Board service is ~~paid 50%~~payable $145,000 in restricted stock and $75,000 in cash. A director may elect to receive up to all of his or her cash ~~and 50%~~retainer in restricted stock. ~~Directors may elect annually to increase the portion of their annual retainer for Board service that is payable in~~The restricted stock ~~up to 100%.~~

~~The Board may meet in subcommittees to discuss actions for certain of our assets. At~~vests on the ~~discretion~~earlier of the ~~Board (who delegated~~next annual meeting of stockholders or June 1 in the ~~decision to management), the members of an asset subcommittee may be paid $1,000 for an in-person meeting or $500 for a telephonic meeting.~~

following calendar year.

The Company also reimburses directors for all expenses incurred in attending Board and Board committee meetings. A director who is, or becomes, an employee of the Company does not receive additional compensation for serving as a director.

~~Table~~

Proxy Statement for the 2023 Annual Meeting of ~~Contents~~Stockholders / 21

TABLE OF CONTENTS

~~Director~~

The Board, its Committees and its Compensation ~~Table.~~

DIRECTOR COMPENSATION TABLE

The table below sets forth the compensation earned by each of the ~~Company's~~Company’s non-employee directors during ~~2015.~~

2022.

Name(1)	Fees Earned or Paid in Cash ($)(2)		Restricted Stock Awards ($)(3)		Total ($)
William Ackman(4)		–		–		–
Adam Flatto		80,000		145,000		225,000
Linda Foggie(5)		–		–		–
Jeffrey Furber(6)		40,625		–		40,625
Beth Kaplan		104,375		145,000		249,375
Allen Model(7)		103,750		145,000		248,750
R. Scot Sellers(7)		96,250		145,000		241,250
Steven Shepsman		115,000		145,000		260,000
Mary Ann Tighe(7)		83,750		145,000		228,750
Anthony Williams(7)		93,750		145,000		238,750

Name(1)
Fees Earned
or Paid
in Cash
($) Stock
Awards(2)
($) Total
($)
William Ackman(3)
0 0 0
Adam Flatto
108,500 82,500 191,000
Jeffrey Furber
22,500 165,000 187,500
Gary Krow
48,125 165,000 213,125
Allen Model
96,875 131,855 228,730
R. Scot Sellers
34,875 165,000 199,875
Steven Shepsman
153,500 82,500 236,000
Burton Tansky
21,250 165,000 186,250
Mary Ann Tighe
21,000 165,000 186,000

(1): ~~Mr. Weinreb,~~

David O’Reilly, a director and Chief Executive Officer of the Company, is not included in this table because he is an employee of the Company and ~~receives~~received no additional compensation for his service as a director. The compensation earned by Mr. ~~Weinreb~~O’Reilly as an employee of the Company during ~~2015~~2022 is shown ~~in "Executive Compensation—~~below under “Executive Compensation – Summary Compensation ~~Table."~~

Table.”

(2)

Ms. Tighe, Mr. Model and Mr. Sellers elected to receive $75,000 of their annual cash retainer in the form of a restricted stock award.

(3)

Represents the aggregate grant date fair value of restricted stock granted to the ~~Company's non-management directors. Pursuant to SEC rules, the~~Company’s non-employee directors (exclusive of amounts described in footnote 2 above). The dollar amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ~~Compensation—~~(“ASC 718”), Compensation – Stock Compensation, and exclude the effect of estimated forfeitures. As of December 31, ~~2015,~~2022, the number of shares of restricted stock held by each of the non-management directors ~~listed in the table above were~~was as follows: Mr. Flatto ~~(564)~~(2,343), ~~Mr. Furber (1,128), Mr. Krow (1,128)~~Ms. Kaplan (2,343), Mr. Model ~~(902)~~(3,555), Mr. Sellers ~~(1,128)~~(3,555), Mr. Shepsman ~~(564)~~(2,343), ~~Mr. Tansky (1,128) and~~ Ms. Tighe ~~(1,128)~~

~~(3)~~

(3,555) and Mr. Williams (2,343). As noted above, the numbers in this column do not include annual cash retainers that certain directors elected to take in restricted stock.

(4)

Mr. Ackman has waived all compensation relating to his service as a director of the Company and has not been awarded any equity compensation.

(5)

Ms. Foggie (i) joined the Board effective June 4, 2022 and (ii) resigned from the Board effective June 27, 2022. Ms. Foggie did not receive any compensation in connection with her service as a director of the Company.

~~Stock Ownership Guidelines~~

(6)

Mr. Furber decided not to stand for re-election to the Board at the Company’s 2022 Annual Meeting of Stockholders. Mr. Furber only received director fees for the first and second quarters of 2022. The Company did not grant Mr. Furber any restricted stock in 2022. Mr. Furber held no shares of restricted stock as of May 26, 2022 (the date of his departure).

(7)

Mr. Model and Mr. Sellers previously served on the N&CG Committee, and received fees for serving on such committee for the first quarter of 2022. Ms. Tighe and Mr. Williams received fees for serving on the N&CG Committee in the second, third and fourth quarters of 2022.

STOCK OWNERSHIP GUIDELINES

The stock ownership guidelines for non-management directors and officers were adopted to align their interests with those of the ~~Company's~~Company’s stockholders and strengthen the ~~Company's~~Company’s commitment to sound corporate governance. The stock ownership guidelines provide that (a) each non-management director ~~that~~who was a member of the Board prior to May 14, 2013, is required to own shares of Company common stock with a value equal to five times the original annual retainer ($112,000) for Board service within five years of the date of appointment, and (b) each non-management director appointed on or after May 14, 2013, is required

to own shares of Company common stock with a value equal to five times the ~~new~~ annual retainer for Board service in effect on May 14, 2013 ($165,000), within five years of the date of appointment. In determining whether a director has met the minimum stock ownership guidelines, shares of common stock of the Company and restricted stock of the Company will be, in each case, valued based upon the closing price of ~~Company's~~the Company’s common stock on the applicable determination date. ~~Each~~As of March 29, 2023, each director iswas compliant with the stock ownership guidelines.

22 \ The Howard Hughes Corporation ● investor.howardhughes.com

TABLE OF CONTENTS

~~Table~~

Security Ownership of ~~Contents~~

~~Effective in 2015, the Company adopted stock ownership guidelines for the following officers:~~

•: ~~David Weinreb—10 times base salary;~~
•: ~~Grant Herlitz—5 times base salary;~~
•: ~~Andrew Richardson—3 times base salary;~~Directors, Executive
Officers and
•: ~~Peter Riley—2 times base salary.~~

In determining whether an officer has met the minimum stock ownership guidelines, shares of common stock of the Company, restricted stock of the Company and shares of common stock of the Company underlying options or warrants will be, in each case, valued based upon (a) the per share closing price on the applicable determination date for shares of common or restricted stock and (b) the difference between the per share closing price on the applicable determination date and the exercise price for each option or warrant. Each officer is complaint with the stock ownership guidelines.

Certain Beneficial Holders

~~Table of Contents~~

~~SECURITY OWNERSHIP OF MANAGEMENT~~
~~AND CERTAIN BENEFICIAL HOLDERS~~

The tables below provide information regarding the beneficial ownership of the ~~Company's~~Company’s common stock as of March ~~24, 2015,~~29, 2023, by:

•

each director of the Company;

•

each of the named executive officers ~~named~~set forth in the Summary Compensation ~~Table;~~

Table below;

•

all directors and executive officers as a group; and

•

each beneficial owner of more than 5% of the ~~Company's~~Company’s common stock.

The table below lists the number and percentage of shares beneficially owned based on ~~39,832,176~~49,996,486 shares of common stock outstanding as of March ~~24, 2016.~~29, 2023. Beneficial ownership is determined in accordance with SEC rules and regulations. Unless otherwise indicated and subject to community property laws where applicable, the Company believes each stockholder named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned.

~~Directors and Executive Officers~~

Name of Beneficial
Owner
Amount and Nature
of Beneficial
Ownership Percentage
William Ackman(1)
5,484,684 13.1 %
Adam Flatto(2)
16,668 *
Jeffrey Furber(2)
14,870 *
Gary Krow(2)
10,501 *
Allen Model(2)
11,918 *
R. Scot Sellers(2)
29,816 *
Steven Shepsman(2)(3)
10,972 *
Burton M. Tansky(2)
7,596 *
Mary Ann Tighe(2)(4)
16,982 *
David R. Weinreb(5)
10,000 *
Grant Herlitz(6)
39,203 *
Andrew Richardson(7)
43,221 *
Peter Riley(8)
20,482 *
Christopher Curry(9)
9,084 *
All directors and executive officers as a group (20 persons)
5,759,869 13.8 %

DIRECTORS AND EXECUTIVE OFFICERS

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percentage

William Ackman(1)

15,984,532

32.0%

David Eun

—

Adam Flatto(2)(3)

27,251

Beth Kaplan(3)

10,259

Allen Model(3)

26,407

R. Scot Sellers(3)

49,527

Steven Shepsman(3)(4)

23,043

Mary Ann Tighe(3)(5)

43,822

Anthony Williams(3)

4,210

David O’Reilly(6)

83,763

L. Jay Cross(7)

39,600

Carlos Olea(8)

19,074

Peter Riley(9)

48,083

Saul Scherl(10)

55,385

Correne Loeffler(11)

—

All directors and executive officers as a group (23 persons)

33.0%

Less than 1%.

(1)

Represents (a) 3,568,017 shares held by Pershing Square L.P. ("PS"), Pershing Square II, L.P. ("PSII"), Pershing Square International, Ltd (together with its wholly-owned subsidiary, PSRH, Inc., "Pershing Square International") and Pershing Square Holdings, Ltd ("PSH" and together with PS, PSII and Pershing Square International, (the "Pershing Square Funds") and (b) 1,916,667 shares underlying

Mr. Ackman, who is a ~~warrant held by~~director of the ~~Pershing Square Funds that is currently exercisable. Mr. Ackman~~Company, may be deemed to be the beneficial owner of ~~these~~the 15,895,135 shares by virtue of his position as Chief Executive Officer of Pershing Square Capital Management, L.P. (", a Delaware limited partnership (“Pershing ~~Square"~~Square”), the investment advisor to the Pershing Square Funds (as defined below) and as managing member of PS Management GP, LLC, ("a Delaware limited liability company (“PS ~~Management"~~Management”), the general partner of Pershing Square. Pershing Square’s principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square ~~GP, LLC ("Pershing Square GP"),~~Holdings, Ltd, a limited liability company incorporated in Guernsey (“PSH” and together

Proxy Statement for the ~~general partner~~2023 Annual Meeting of ~~each~~Stockholders / 23

TABLE OF CONTENTS

Security Ownership of Directors, Executive Officers and Certain Beneficial

Holders

with PS and ~~PSII. The Pershing~~

~~Table of Contents~~

PS International, the “Pershing Square ~~Funds also have additional economic exposure to approximately 5,399,839 shares of common stock of the Company under certain cash-settled total return swaps (the "Swaps"~~Funds”). ~~See "Five Percent Holders" for more information.~~

Mr. Ackman disclaims beneficial ownership of these except to the extent of his pecuniary interest therein.

(2)

Includes 3,000 shares that are held by AF Services Money Purchase Plan. Mr. Flatto may be deemed to be the beneficial owner of such shares by virtue of his interest in the plan.

(3)

Includes shares of restricted stock for which the following directors have sole voting power, but no dispositive power: Mr. Flatto ~~(564)~~(2,343), ~~Mr. Furber (1,128), Mr. Krow (1,128)~~Ms. Kaplan (2,343), Mr. Model ~~(902)~~(3,555), Mr. Sellers ~~(1,128)~~(3,555), Mr. Shepsman ~~(564)~~(2,343), ~~Mr. Tansky (1,128) and~~ Ms. Tighe ~~(1,128)~~(3,555) and Mr. Williams (2,343). These shares of restricted stock ~~will~~are expected to vest on May ~~19, 2016.~~

~~(3)~~

25, 2023.

(4)

Includes 9,005 shares held by Sam De Realty II, L.P. ("(“Sam De ~~Realty"~~Realty”), a limited partnership for which Mr. Shepsman is the general partner. By virtue of his position as general partner of Sam De Realty, Mr. Shepsman may be deemed to be the beneficial owner of such shares.

~~(4)~~

(5)

Includes ~~9,386~~19,495 shares that were purchased by Ms. ~~Tighes'~~Tighe’s husband. By virtue of this relationship, Ms. Tighe may be deemed to be the beneficial owner of such shares.

~~(5)~~

~~Represents 10,000~~

(6)

Includes: (a) 1,042 shares ~~that were purchased by Mr. Weinreb on June 3, 2013.~~

~~(6)~~

~~Includes (a) 9,097~~of time-based restricted stock and 5,210 shares of performance-based restricted stock granted to Mr. ~~Herlitz, the President of the Company,~~O’Reilly in ~~June 2013 of~~February 2019 for which he has sole voting power, but no dispositive ~~power,~~power; (b) ~~6,945~~2,104 shares of time-based restricted stock and 5,259 shares of performance-based restricted stock granted to Mr. ~~Herlitz~~O’Reilly in February 2020 for which he has sole voting power, but no dispositive power; (c) 6,961 shares of time-based restricted stock and 11,601 shares of performance-based restricted stock granted to Mr. O’Reilly in November 2020 for which he has sole voting power, but no dispositive power; (d) 4,764 shares of time-based restricted stock and 7,940 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2021 for which he has sole voting power, but no dispositive power; and (e) 12,764 shares of time-based restricted stock and 15,012 shares of performance-based restricted stock granted to Mr. O’Reilly in March ~~2014~~2023 for which he has sole voting power, but no dispositive power.

(7)

Includes: (a) 5,568 shares of time-based restricted stock and 9,280 shares of performance-based restricted stock granted to Mr. Cross in November 2020 for which he has sole voting power, but no dispositive power; and (b) 10,211 shares of time-based restricted stock and 12,010 shares of performance-based restricted stock granted to Mr. Cross in March 2023 for which he has sole voting power, but no dispositive power.

(8)

Includes: (a) 100 shares of time-based restricted stock and 499 shares of performance-based restricted stock granted to Mr. Olea in February 2019 for which he has sole voting power, but no dispositive power; (b) 239 shares of time-based restricted stock and 598 shares of performance-based restricted stock granted to Mr. Olea in February 2020 for which he has sole voting power, but no dispositive power (c) ~~10,121~~476 shares of time-based restricted stock and 794 shares of performance-based restricted stock granted to Mr. ~~Herlitz~~Olea in February ~~2015~~2021 for which he has sole voting power, but no dispositive ~~power~~power; (d) 1,125 shares of time-based restricted stock and ~~(d) 13,040~~1,688 shares of performance-based restricted stock granted to Mr. Olea in February ~~2016~~2022 for which he has sole voting power, but no dispositive ~~power.~~

~~(7)~~

~~Includes (a) 20,000~~power; and (e) 5,389 shares of time-based restricted stock and 6,338 shares of performance-based restricted stock granted to Mr. ~~Richardson, the Chief Financial Officer of the Company,~~Olea in March ~~2011~~2023 for which he has sole voting power, but no dispositive ~~power, (b) 4,852~~power.

(9)

Includes: (a) 695 shares of time-based restricted stock and 3,473 shares of performance-based restricted stock granted to Mr. ~~Richardson~~Riley in ~~June 2013~~February 2019 for which he has sole voting power, but no dispositive ~~power, (c) 3,472~~power; (b) 1,275 shares of time-based restricted stock and 3,187 shares of performance-based restricted stock granted to Mr. ~~Richardson~~Riley in ~~March 2014~~February 2020 for which he has sole voting power, but no dispositive ~~power, (d) 6,747~~power; (c) 2,541 shares of time-based restricted stock and 4,325 shares of performance-based restricted stock granted to Mr. ~~Richardson~~Riley in February ~~2015~~2021 for which he has sole voting power, but no dispositive ~~power~~power; (d) 2,858 shares of time-based restricted stock and ~~(e) 8,150~~4,287 shares of performance-based restricted stock granted to Mr. Riley in February ~~2016~~2022 for which he has sole voting power, but no dispositive ~~power.~~

~~(8)~~

~~Includes (a) 10,000~~power; and (e) 4,538 shares of time-based restricted stock and 6,338 shares of performance-based restricted stock granted to Mr. Riley ~~Senior Vice President, Secretary and General Counsel of the Company,~~ in ~~May 2011~~March 2023 for which he has sole voting power, but no dispositive ~~power, (b) 1,819~~power.

(10)

Includes: (a) 2,440 shares of time-based restricted stock and 2,171 shares of performance-based restricted stock granted to Mr. ~~Riley~~Scherl in ~~June 2013~~February 2019 for which he has sole voting power, but no dispositive ~~power, (c) 1,215~~power; (b) 25,000 shares of performance-based restricted stock granted to Mr. ~~Riley~~Scherl in ~~March 2014~~December 2020 in connection with his amended compensation package of which he has sole voting, but not dispositive power; (c) 3,176 shares of performance-based restricted stock granted to Mr. Scherl in February 2021 for which he has sole voting power, but no dispositive ~~power,~~power; and (d) ~~3,373~~3,215 shares of performance-based restricted stock granted to Mr. ~~Riley~~Scherl in ~~February 2015~~March 2022 for which he has sole voting power, but no dispositive ~~power and (e) 4,075 in February 2016 for which he has sole voting power, but no dispositive~~ power.

~~(9)~~

~~Includes (a) 3,000 shares~~

(11)

As of ~~restricted stock~~the date of Ms. Loeffler’s separation from the Company. No equity was granted to ~~Mr. Curry, Senior Executive Vice President, Development of~~Ms. Loeffler by the Company in June 2013 for which he has sole voting power, but no dispositive power, (b) 1,762 shares of restricted stock granted to Mr. Curry in February 2014 for which he has sole voting power, but no dispositive power, (c) 1,606 shares of restricted stock granted to Mr. Curry in February 2015 for which he has sole voting power, but no dispositive power and (d) 2,716 in February 2016 for which he has sole voting power, but no dispositive power.

~~Table of Contents~~

~~In November 2010, Mr. Weinreb, the Chief Executive Officer and a director of the Company, and Mr. Herlitz, the President of the Company, purchased warrants in~~ connection with ~~joining~~her employment with the ~~Company as executive officers.~~Company.

24 \ The Howard Hughes Corporation ● investor.howardhughes.com

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Security Ownership of Directors, Executive Officers and Certain Beneficial

Holders

In October 2016, Mr. Weinreb purchased a warrant to acquire 2,367,985 shares for $15.0 million and Mr. Herlitz purchased a warrant to acquire 315,731 shares for $2.0 million. In March 2011, in connection with joining the Company, Mr. Richardson, the Chief Financial Officer of the Company,O’Reilly purchased a warrant from the Company to acquire ~~178,971~~50,125 shares in exchange for ~~$2.0~~a fair market value purchase price of $1.0 million. The purchase ~~prices were paid in cash~~price of the warrant and the number of shares issuable upon exercise was determined by the Board ~~with~~based upon the ~~assistance~~advice of Houlihan Lokey, an ~~outside advisor, to equal the fair value~~independent third-party valuation adviser. The exercise

price of the ~~warrants~~warrant and the shares underlying the warrant was $112.08, which was the closing trading price of the Company’s common stock on the ~~issue date. These warrants were made as an investment by each of Messrs. Weinreb, Herlitz~~NYSE on October 6, 2016.

The warrant expired in October 2022 and, ~~Richardson and are~~accordingly, is not ~~compensation.~~

These warrants became fully vested at the time of purchase, but do not become exercisable until the sixth anniversary of the date of purchase, subject to limited exceptions. In accordance with SEC rules, the shares of Company common stock underlying the warrants are not includedreflected in the ~~table~~ above ~~because the warrants are not exercisable within 60 days of the date of the information provided in the~~ table.

~~Five Percent Holders~~

FIVE-PERCENT HOLDERS

The following table sets forth information regarding the number and percentage of shares of common stock held by all persons and entities, other than directors and officers of the Company, known by the Company to beneficially own 5% or more of the ~~Company's~~Company’s outstanding common stock. The information regarding beneficial ownership of common stock by each entity

identified below is included in reliance on a report filed by the entity with the SEC, except that the percentage is based upon the ~~Company's~~Company’s calculations made in reliance upon the number of shares reported to be beneficially owned by the entity in such report and ~~the number of~~49,996,486 shares of common stock outstanding on March ~~24, 2016.~~

Name and Address of Beneficial
Owner
Amount and Nature
of Beneficial
Ownership Percent
Pershing Square(1)
888 Seventh Avenue, 42nd Floor
New York, New York 10019
5,484,684 13.1
Horizon Kinetics LLC(2)
470 Park Avenue South, 4^th Floor South
New York, New York 10016

4,188,629
10.5
The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

2,371,337
5.95
29, 2023.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent
Pershing Square(1) 787 Eleventh Avenue, 9th Floor New York, New York 10019		15,984,532		32.0%
The Vanguard Group(2) 100 Vanguard Boulevard Malvern, Pennsylvania 19355		5,173,150		10.3%
Baillie Gifford & Co(3) Calton Square, 1 Greenside Row Edinburgh EH1 3AN, Scotland, United Kingdom		2,845,360		5.7%

(1)

According to a ~~Schedule 13D/A~~Form 4 filed by (i) Pershing Square, (ii) PS Management and (iii) William Ackman (collectively, the ~~"Pershing~~“Pershing Reporting ~~Persons"~~Persons”) with the SEC on ~~January 4, 2016, these shares include 1,916,667 shares underlying a warrant that is currently exercisable.~~March 27, 2023. The Pershing Reporting Persons share voting and investment power with respect to these shares.

The Pershing Reporting Persons entered into the Swaps for the benefit of the Pershing Square Funds. The Swaps constitute economic exposure to approximately 5,399,839 common shares of the Company. Under the terms of the Swaps (a) the applicable Pershing Square Fund will be obligated to pay to the counterparty any negative price performance of the number of common shares of the Company subject to the applicable Swap as of the expiration date of such Swap, plus interest at the rates set forth in the

~~Table of Contents~~

applicable contracts, and (b) the counterparty will be obligated to pay to the applicable Pershing Square Fund any positive price performance of the notional number of common shares of the Company subject to the applicable Swap as of the expiration date of the Swaps. With regard to certain of the Swaps, any notional dividends on such notional common shares of the Company will be paid to the applicable Pershing Square Fund during the term of the Swap. With regard to the balance of the Swaps, any notional dividends on such notional common shares of the Company during the term of the Swaps will be paid to the applicable Pershing Square Fund at maturity. All balances will be cash settled at the expiration date of the Swaps.

: The Swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Company and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Company. Accordingly, the Reporting Persons disclaim any beneficial ownership of any notional common shares of the Company that may be referenced in such contracts or common shares of the Company or other securities or financial instruments that may be held from time to time by any counterparty (or its affiliates) to the contracts.
(2): According to a Schedule 13G/A filed by Horizon Kinetics LLC ("Horizon") and Horizon Asset Management LLC ("Horizon Assets") with the SEC on February 16, 2016. Horizon has sole voting and dispositive power with respect to 4,188,629 shares of our common stock and Horizon Assets has sole voting and dispositive power with respect to 2,236,277 shares of our common stock.
~~(3)~~

According to a Schedule 13G/A filed by The Vanguard Group, Inc. ~~("Vanguard"~~(“Vanguard”) with the SEC on February ~~11, 2016.~~9, 2023. Vanguard has ~~sole voting power with respect to 26,542 shares of our common stock,~~ shared voting power with respect to ~~2,000~~13,115 shares of our common stock, sole dispositive power with respect to ~~2,344,895~~5,124,945 shares of our common stock and shared dispositive power with respect to ~~26,442~~48,205 shares of our common stock.

(3)

According to a Schedule 13G/A filed by Baillie Gifford & Co (“Baillie Gifford”) with the SEC on January 23, 2023, Baillie Gifford has sole voting power of 2,221,577 shares of our common stock and sole dispositive power with respect to 2,845,360 shares of our common stock.

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~~SECTION~~

Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Beneficial Ownership Reporting
Compliance

Compliance with Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934~~ requires the ~~Company's~~Company’s directors and executive officers, and persons who own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership with the SEC. These reporting persons are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company, the Company believes that

during ~~2015~~the fiscal year ended 2022, all Section 16(a) filing requirements applicable to its directors, executive officers and greater than 10% stockholders were in compliance with Section 16(a) except for five Form 4s covering one transaction filed late by Messrs. David O’Reilly (CEO and Director), L. Jay Cross (President), Heath Melton (President, Phoenix Region), Peter Riley (Former General Counsel & Secretary) and James Carman (President, Houston Region).

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~

Compensation Committee Interlocks and
Insider Participation

Messrs. Ackman, ~~Krow,~~Flatto, and Sellers ~~and Tansky~~ and Ms. Tighe served on the ~~compensation committee~~Compensation Committee in ~~2015.~~2022, and Mr. Flatto joined the Compensation Committee in March 2023. None of the members of the ~~compensation committee are~~Compensation Committee is or ~~have~~has been an officer or an employee of the Company. In addition, during ~~2015,~~2022, none of the ~~Company's~~

Company’s executive officers served on the board of directors or compensation committee (or committee performing equivalent functions) of any other company that had one or more executive officers serving on the Board or the ~~Company's compensation committee.~~

Company’s Compensation Committee.

26 \ The Howard Hughes Corporation ● investor.howardhughes.com

~~Table of Contents~~

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~~RELATED PARTY~~

Related-Party Transactions and Certain
Relationships

RELATED-PARTY TRANSACTIONS ~~AND CERTAIN RELATIONSHIPS~~

~~Related Party Transactions Policy~~

POLICY

The Company has adopted a written policy relating to the approval of ~~related party~~related-party transactions. Under this policy, the ~~audit committee~~Audit Committee reviews certain financial transactions, arrangements and relationships between the Company and any of the following related parties to determine whether any such transaction, arrangement or relationship is a ~~related party~~related-party transaction:

•

any director, director nominee or executive officer of the Company;

•

any beneficial owner of more than 5% of the ~~Company's~~Company’s outstanding stock; and

•

any immediate family member of any of the foregoing.

Audit ~~committee~~Committee review is required for any financial transaction, arrangement or relationship that:

•

involves or will involve, directly or indirectly, any related party identified above and is in an amount greater than $120,000;

•

would cast doubt on the independence of a director;

•

would present the appearance of a conflict of interest between the Company and the related party; or

•

is otherwise prohibited by law, rule or regulation.

The ~~audit committee~~Audit Committee reviews each such transaction, arrangement or relationship to determine whether a related party has, has had or expects to have a direct or indirect material interest. Following its review, the ~~audit committee~~Audit Committee will take such action as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, cancelling or recommending to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with the Company. Any member of the ~~audit committee~~Audit Committee who is a related party with respect to a transaction under review is not permitted to participate in the discussions or evaluations of the transaction; however, the ~~audit committee~~Audit Committee member will provide all material information concerning the transaction to the ~~audit committee.~~Audit Committee. The ~~audit committee~~Audit Committee reports its action with respect to any ~~related party~~related-party transaction to the Board.

~~The following are summaries~~

TRANSACTIONS IN CONNECTION WITH THE SPIN-OFF

Pursuant to the plan of ~~transactions entered into by the Company prior to, in connection with and after the Company's spin-off from~~reorganization of General Growth Properties, Inc. ~~("GGP"~~(“GGP”) in November 2010. Each of the transactions entered into by the Company prior to or in connection with the spin-off was reviewed and approved by GGP, the Company's then sole stockholder. Each of the transactions entered into by the Company after the spin-off was reviewed and approved by the Company's audit committee, with the exception of the sale of warrants to Messrs. Weinreb, Herlitz and Richardson. The sale of warrants to those individuals was approved initially by the compensation committee and then by the Board.

~~Transactions in Connection with the Spin-Off~~

~~Pursuant to GGP's plan of reorganization,~~, GGP entered into agreements with each of certain affiliates of Brookfield Asset Management ~~("Brookfield"~~(“Brookfield”), Fairholme Fund and Fairholme Focused Income Fund (collectively, ~~"Fairholme"~~“Fairholme”) and Pershing Square pursuant to which these entities purchased an aggregate of $250.0 million of Company common stock at the effective time of the spin-off. At the effective time of the spin-off, the Company also entered into (a) warrant agreements, registration rights agreements and stockholders agreements with each of Brookfield, Fairholme and Pershing Square, (b) a registration rights agreement with General Trust Company and (c) a standstill agreement with Pershing Square. The agreements between the Company and Fairholme terminated in

~~Table of Contents~~

2012 after the Company purchased its outstanding warrants. The agreements between Brookfield and the

Company terminated in 2013 after Brookfield disposed of all of its shares of the Company. The agreement between General Trust Company and the Company terminated in 2015 after General Trust Company disposed of all of its shares of the Company. The stockholder agreement and standstill agreement between Pershing Square and the Company each automatically terminated in 2018 after Pershing Square’s beneficial ownership fell below the minimum thresholds set forth in the agreements. The key terms of ~~each of~~ the ~~agreements~~registration rights agreement between Pershing Square and the Company that ~~remain~~remains effective are summarized below. See ~~"Security~~“Security Ownership of ~~Management~~Directors, Executive Officers and Certain Beneficial ~~Holders—Five Percent Holders"~~Holders – Five-Percent Holders” for the current beneficial ownership of Company common stock held by Pershing Square.

~~Warrant Purchase Agreement~~

In November 2010, the Company issued warrants to purchase 1,916,667 shares of Company common stock to Pershing Square. The warrants issued to Pershing Square can only be exercised on a net share basis, which means that the exercise price

Proxy Statement for the ~~warrants will not be paid in cash, but rather will be netted against the shares received upon exercise~~2023 Annual Meeting of the warrants, resulting in fewer shares being issued. Upon certain change in control events, Pershing Square has the right to require that the warrants be canceled in exchange for a cash payment equal to the fair value of the warrants as determined using a Black-Scholes-based formula.

Stockholders / 27

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Related-Party Transactions and Certain Relationships

Registration Rights ~~Agreements~~

Agreement

In November 2010, the Company entered into a registration rights agreement with Pershing Square with respect to Company common stock held by Pershing Square. The agreement with Pershing Square requires the Company to maintain a shelf registration statement covering the shares held by Pershing Square. Additionally, Pershing Square may require the Company to:

•

register shares of Company common stock held by them having an estimated aggregate fair market value of at least $25.0 million;

•

undertake up to three underwritten offerings, but no more than one underwritten offering during any 12-month period; and

•

include shares of Company common stock held by them in any registration statement whenever the Company proposes to register shares of its common stock.

The Company has agreed to pay all expenses, other than underwriting discounts and commissions, in connection with the registration rights agreement, including legal and accounting fees incurred by the Company, printing costs and the fees of one law firm for the selling stockholder. Additionally, the Company has agreed to indemnify these stockholders against certain liabilities, including liabilities under the federal securities laws.

~~Stockholder Agreement~~

TRANSACTIONS AFTER THE SPIN-OFF

O’Reilly Warrant

In ~~November 2010,~~October 2016, Mr. O’Reilly purchased a warrant from the Company to acquire 50,125 shares in exchange for a fair market value purchase price of $1.0 million. The purchase price of the warrant and the number of shares issuable upon exercise was determined by the Board based upon the advice of Houlihan Lokey, an independent third-party valuation adviser. The per-share exercise price of the warrant was $112.08, which was the closing trading price of the Company’s common stock on the NYSE on October 6, 2016. The warrant became exercisable after the 51∕2 year anniversary (April 7, 2022) of the date of purchase, and expired unexercised six (6) months thereafter.

Pershing Square Purchase of Common Stock

On March 27, 2020, the Company offered 2,000,000 shares of common stock to the public at $50.00 per share and granted the underwriters an option to purchase up to an additional 300,000 shares of common stock at the same price. The underwriters partially exercised their option and purchased an additional 270,900 shares. Concurrently, the Company entered into ~~an agreement with Pershing Square. Under this agreement, subject to certain exceptions, if the Company makes~~ a public or non-public offering of its common stock (or securities convertible or exchangeable into common stock), Pershing Square has a right to acquire the securities for the same price and on the same terms up to the amount needed for it to maintain its aggregate proportionate common stock-equivalent interest in the Company on a fully diluted basis. This right will terminate for Pershing Square when it beneficially owns less than 5% of the Company's outstanding shares on a fully diluted basis (as defined in the agreements).

Under the stockholder agreement with Pershing, the Company has agreed to nominate and use its reasonable best efforts to elect to the Board certain director nominees designated by Pershing Square. Pershing Square has the right to nominate three directors so long as it beneficially owns at least a 17.5% fully diluted economic interest (as defined in the agreement) in the Company and two Board designees so long as it beneficially owns at least a 10% interest in the Company on a fully diluted basis. Board members designated by Pershing Square are not required to be independent but are subject to reasonable eligibility criteria applied in good faith to other Board candidates by the nominating and

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~~corporate governance committee. Pershing Square's current Board designees are William Ackman, Gary Krow and Allen Model.~~

~~Standstill Agreement~~

~~In November 2010, the Company entered into an~~purchase agreement with Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), acting as investment advisor to ~~among other things:~~

•: ~~limit~~funds that it manages, including Pershing ~~Square's economic interest in Company common stock~~Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P. (collectively, the "Pershing Square Funds"), pursuant to ~~40%~~which the Pershing Square Funds agreed to purchase, at the same price as the public offering price and at the same time as the closing of the ~~Company's outstanding common stock and set forth required approvals for Pershing Square to increase its economic interest above the agreed upon limit;~~
•: ~~require Pershing Square, with respect to any matter the Board has recommended our stockholders not approve, to vote any~~offering, an aggregate of ~~its~~

10,000,000 shares ~~in excess of 30%~~ of the Company's common stock ~~against such matter or~~(the “Pershing Square Stock Purchase Agreement”). Prior to execution and in ~~proportion to other stockholders;~~

•

~~set forth required Board~~accordance with the Company’s Related-Party Transaction Policy, the Audit Committee reviewed and ~~stockholder approvals for certain change in control transactions~~approved the Pershing Square Stock Purchase Agreement.

In addition, we are a Delaware corporation, and ~~related party transactions involving Pershing Square; and~~

•

~~restrict certain transfers of Company common stock by Pershing Square.~~

~~Additionally, the terms~~Section 203 of the ~~agreement ensure~~Delaware General Corporation Law (“DGCL”) applies to us. In general, Section 203 prevents an interested stockholder from engaging in certain business combinations with us for three years following the date that ~~Pershing Square does not take~~person becomes an interested stockholder subject to certain exceptions. The statute generally defines interested stockholder as any ~~action inconsistent with its support for~~person that is the ~~following corporate governance principles:~~

•: ~~the Board will have nine members, unless otherwise approved by 75%~~owner of 15% or more of the ~~Board members;~~
•: ~~a majority~~outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of outstanding voting stock at any time within the ~~directors on~~three-year period immediately before the ~~Board will be independent; and~~
•: ~~a majority~~date of ~~the members of the nominating and corporate governance committee will be disinterested directors (as defined in the agreement).~~

~~Further, in~~determination.

In connection with the ~~election~~foregoing transactions the Board amended its Company’s Corporate Governance Guidelines to reflect that it would grant a waiver of ~~directors,~~the applicability of Section 203 of the DGCL to any stockholder acquiring up to 40% of the Company’s outstanding voting stock upon the request of such stockholder, subject to the Board’s fiduciary duties and applicable law.

In connection with the Pershing Square ~~may vote all~~Stock Purchase Agreement, the Board (excluding Mr. Ackman (CEO of ~~its shares in its sole discretion with respect to its designees~~Pershing Square) and ~~with respect to other director nominees, may vote 10%~~Allen Model (Pershing Square advisory board member)) unanimously approved the foregoing transactions and a waiver of the ~~Company's outstanding common stock in its sole discretion, but must vote~~applicability of the ~~remainder~~provisions of ~~its shares in proportion~~Section 203 of the DGCL to the ~~votes cast by the Company's other stockholders.~~

~~Transactions After the Spin-Off~~

~~Warrant Agreements~~

~~In November 2010, the Company sold warrants to acquire shares of Company common stock to Mr. Weinreb~~Pershing Square Funds and Mr. ~~Herlitz. Mr. Weinreb purchased a warrant to acquire 2,367,985 shares for $15.0 million. Mr. Herlitz purchased a warrant to acquire 315,731 shares for $2.0 million.~~ Ackman.

28 \ The ~~warrants have an exercise price of $42.23 per share and expire in November 2017.~~

In February 2011, the Company entered into a warrant purchase agreement with Mr. Richardson, in connection with his joining the Company as Chief Financial Officer. Pursuant to the purchase agreement, Mr. Richardson purchased a warrant to acquire 178,971 shares of Company common stock for $2.0 million. Mr. Richardson purchased the warrant in March 2011. Howard Hughes Corporation ● investor.howardhughes.com

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Proposal No. 1 – Election of Directors

The ~~warrant has an exercise price of $54.50 per share and expires in February 2018.~~

The warrant purchase prices were paid in cash and determined by the Board, with the assistance of an outside advisor, to equal the fair value of the warrants on the issue date. The warrants became fully vested at the time of purchase, but do not become exercisable until the sixth anniversary of the date of purchase, subject to limited exceptions. Under the warrant agreements, the Company agreed to file a shelf registration statement registering the shares of Company common stock underlying the warrants. These warrants were made as an investment by each of Messrs. Weinreb, Herlitz and Richardson and are not compensation.

~~Table of Contents~~

~~Condominium Unit Purchase and Sale Agreement~~

On December 7, 2013, Mr. Weinreb, the Company's Chief Executive Officer and a director, entered into purchase agreements to acquire two residential condominium units at the Company's Waiea Tower located at Ward Village. The purchase prices for the units were $3,439,200 and $3,963,300 and were at arms-length on the same terms for similar units offered at the time. The audit committee reviewed the transaction and determined that there was no conflict of interest.

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~~PROPOSAL NO. 1~~
~~ELECTION OF DIRECTORS~~

~~The Company's~~Company’s bylaws provide that the number of directors will be determined by the Board from time to time. ~~Currently,~~As of the date of this proxy statement, there are nine members of the Board; if elected, David Eun will fill the vacancy on the Board ~~consists~~created by the departure of ~~ten directors. Gary Krow has decided not to stand for re-election after~~Linda Foggie, who resigned from the ~~end of his current term. Mr. Krow is a talented business leader and we thank him for his valuable contributions to the success of our Company.~~

Board effective June 27, 2022.

Each director nominee identified below is an incumbent director whose nomination to serve on the Board was recommended by the ~~nominating~~Nominating and ~~corporate governance committee~~Corporate Governance Committee and approved by the Board. ~~The~~Each director ~~nominees,~~nominee, if elected, will serve until the ~~2017~~2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until ~~their~~such director’s earlier death, incapacity, resignation, retirement, disqualification or ~~removal.~~removal from office. Each of the director nominees has ~~indicated a willingness~~consented to being named in this proxy statement and to serve as a director if elected.

In connection with the Company's spin-off from GGP in November 2010, the Company agreed to nominate and use its reasonable best efforts to elect to the Board the director nominees of Pershing Square. Based on Pershing Square's current ownership, it has the right to designate three director nominees.

The ~~director nominees designated by Pershing Square are William Ackman and Allen Model.~~

~~As reflected in the section above captioned "Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership," the~~ primary qualities and characteristics nominees to the Board should possess are strong business expertise and, in particular, experiences and expertise with regard to real estate development and management, capital markets, retail and entertainment, marketing, technology, financial reporting, risk management, ~~and/or~~ business ~~strategy.~~strategy, public policy and government relations, and ESG. All ~~nine~~ten of the nominees possess several of these attributes. The specific experiences, qualifications, attributes and skills of each individual ~~which lead~~leading to his or her nomination are included in the individual discussions below.

~~The directors will be~~

A director is elected by ~~the affirmative vote of~~ a majority of votes cast ~~"for"~~“for” his or ~~"against" the~~her election ~~of that nominee.~~

at a meeting at which a quorum is present.

~~William~~

WILLIAM A. ACKMAN

Age 56

Chairman and independent director since November 2010

Committees

•

Compensation

Background

Bill Ackman~~, age 49,~~ has served as Chairman of the Board since November 2010. Mr. Ackman is the ~~founder, chief executive officer and portfolio manager~~CEO of Pershing Square Capital Management, L.P., an SEC registered investment adviser founded in 2003. ~~Pershing Square is a concentrated research-intensive, fundamental value investor in long and occasionally short investments in publicly traded companies.~~ Mr. Ackman ~~was appointed as a director of Valeant Pharmaceuticals International, Inc. on March 21, 2016, and~~ has also served as a director of ~~Canadian Pacific Railway Ltd.~~Universal Music Group N.V. since May ~~2012. Mr. Ackman served as~~2022. He is a ~~director~~member of ~~J.C. Penney Company, Inc. from February 2011 through August 2013~~the Investors Advisory Committee on Financial Markets for the Federal Reserve Bank of New York, and ~~as a director of Justice Holdings Limited from April 2011 to June 2012. From June 2009 to March 2010, Mr. Ackman served as a director of General Growth Properties, Inc. Mr. Ackman is also~~ a member of the Board of ~~Dean's~~Dean’s Advisors of the Harvard Business ~~School~~School. Mr. Ackman also served as Chairman and ~~The~~CEO of Pershing Square Tontine Holdings, Ltd. (NYSE: PSTH), a special purpose acquisition company, from May 2020 to August 2022. Mr. Ackman is co-trustee of the Pershing Square Foundation, a ~~charitable foundation that he founded in 2006.~~family foundation. Mr. ~~Ackman's~~Ackman received an MBA from the Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College.

Qualifications

Mr. Ackman’s management experience, his ~~prior~~ service on boards of directors of public companies, and his ~~investments~~investment experience in ~~real estate-related~~ public and private companies ~~give~~and real estate provide him with valuable ~~insight~~insights and perspectives that can ~~be applied to~~assist the Company and ~~benefit of~~the Board.

DAVID EUN

Age 56

New independent director nominee

Committees

•

None

Background

David Eun is a new nominee for election to the Board. Mr. ~~Ackman~~Eun is Co-Chief Executive Officer of Alakai, LLC, an investment firm he co-founded. Mr. Eun has also served as a Venture Partner at Valo Ventures since July 2021. Prior to Alakai, Mr. Eun served as Executive Vice Chairman of Archegos Capital Management LP, from March 2021 to April 2021. Previously, Mr. Eun served as President and Chief Innovation Officer of Samsung Electronics, where he worked from

Proxy Statement for the 2023 Annual Meeting of Stockholders / 29

TABLE OF CONTENTS

Proposal No. 1 – Election of Directors

January 2012 to December 2020. Mr. Eun founded Samsung NEXT, an innovation group that led a number of investments and acquisitions. Prior to Samsung, Mr. Eun held various leadership roles at Time Warner, AOL, and Google. Mr. Eun is a ~~director nominee designated by Pershing Square pursuant to~~graduate of Harvard College and Harvard Law School.

Qualifications

We believe Mr. Eun’s experience in media and technology industries and his familiarity with corporate innovation and operations will provide the ~~terms of the stockholder agreement between the Company and Pershing Square.~~

Board with valuable insights in key matters.

ADAM FLATTO

Age 60

Independent director since
November 2010

Committees

•

Compensation

•

Nominating and Corporate Governance

Background

~~Table of Contents~~

Adam Flatto~~, age 53,~~ has served as a director since November 2010. Mr. Flatto is the ~~president~~President and ~~chief executive officer~~Chief Executive Officer of The Georgetown Company, a ~~privately-held~~privately held real estate investment and development company based in New York City. Mr. Flatto has been with The Georgetown Company since 1990 and during that time has been involved with the development, acquisition and ownership of over 20 million square feet of commercial and residential real estate projects throughout the United States. These have included a wide array of projects ranging from large-scale office buildings, movie ~~studios, retail shopping malls, arenas,~~theaters, hotels, apartment buildings, mixed-use master planned communities and others. Mr. Flatto is also a Principal of RocaPoint Partners, a privately held real estate investment and development firm based in Atlanta, Georgia. Mr. Flatto is a trustee and board member of several civic and cultural institutions. He is Co-Chairman of the Park Avenue Armory and Co-Chairman of the Robin Hood Housing Advisory Board. He is also Chairman of the Board of the Center for Global Risk and Security at the RAND Corporation, a trustee of ~~the Enterprise Foundation and~~ the Wexner Center for the ~~Arts.~~Arts, and of Works & Process based at the Guggenheim Museum in NYC. Mr. ~~Flatto's~~Flatto received his BA magna cum laude from Brown University with honors in Economics and received his MBA from the Wharton School (University of Pennsylvania).

Qualifications

Mr. Flatto’s extensive real estate development and management experience ~~provide~~provides the Board with key insight into operations and strategic planning matters.

BETH KAPLAN

Age 65

Independent director since
December 2017

Committees

•

Audit

•

Nominating and Corporate Governance (Chair)

•

Risk

Background

~~Jeffrey Furber, age 57,~~Beth Kaplan has served as a director since November 2010. Mr. Furber is the chief executive officer of AEW Capital Management, L.P. ("AEW") and chairman of AEW Europe. Mr. Furber joined AEW in 1997. AEW provides real estate investment management services to investors worldwide. AEW and its affiliates manage $58 billion of real estate assets and securities in North America, Europe and Asia on behalf of manymember of the ~~world's leading institutional~~Board since December 2017. She is a venture partner at Revolution Ventures and ~~private investors. Mr. Furber has oversight responsibility for all of AEW's operating business units in~~ the ~~United States, Europe and Asia and chairs AEW's Management Committee. He is also a~~managing member of ~~AEW's Investment Committees~~Axcel Partners, LLC, a venture capital firm investing in early stage and ~~Investment Policy Groups~~growth companies. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway, Inc. from 2013 to 2015 and continues to serve on its board of directors. Previously, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”) from 2008 to 2011, where she played an integral role in ~~North America, Europe~~GNC’s 2011 initial public offering. Prior to GNC, Ms. Kaplan served as Executive Vice President and ~~Asia. Since April 2011, Mr. Furber~~General Manager at Bath & Body Works, LLC from 2002 to 2005, Executive Vice President of Marketing and Merchandising at Rite Aid Corporation from 1996 to 1999, and President and General Manager of the U.S. Cosmetics and Fragrance division at The Procter & Gamble Company. Ms. Kaplan served as a director of Meredith Corporation, a publicly traded media conglomerate, from January 2017 until December 2021; and served as a director of Empower, Ltd, a publicly traded special purpose acquisition company from October 2020 until July 2021. Ms. Kaplan has served as a ~~director and a~~ member of the ~~compensation and nominating and corporate governance committees~~board of ~~Stag Industrial,~~directors of (i) Rent the Runway, Inc., a publicly traded ~~company. Prior to 1997, Mr. Furber served~~apparel company, since October 2021 and serves as ~~managing director~~Chair of ~~Winthrop Financial Associates,~~its Compensation Committee and is a ~~subsidiary~~member of ~~Apollo Advisors,~~its Audit Committee; (ii) Crocs, Inc., a publicly traded global footwear company, since January 2020 and is the Chair of its ESG Committee and is a member of its Compensation Committee and Governance and Nominating Committee; and (iii) Brilliant Earth Group, Inc., a publicly traded jewelry company, since September 2021 and serves as ~~president~~Chair of ~~Winthrop Management. Mr. Furber has extensive~~its Compensation Committee and is a member of its Nominating and Governance Committee.

30 \ The Howard Hughes Corporation ● investor.howardhughes.com

TABLE OF CONTENTS

Proposal No. 1 – Election of Directors

Qualifications

Ms. Kaplan’s valuable industry experience ~~overseeing financial investments in the real estate industry and has held leadership roles within his firm and industry groups alike. His investment and management experience enable him~~leading top female brands enables her to provide the Board with key insight into ~~real estate~~operational, marketing and digital matters.

Other current public company boards

•

Crocs, Inc.

•

Brilliant Earth Group, Inc.

•

Rent the Runway, Inc.

ALLEN MODEL

Age 77

Independent director since
November 2010

Committees

•

Audit

•

Risk (Chair)

Background

Allen Model~~, age 70,~~ has served as a director since November 2010. Mr. Model is the ~~co-founder~~Co-Founder of Overseas Strategic Consulting, Ltd. ~~("OSC"~~(“OSC”) and served as ~~treasurer~~Treasurer and ~~managing director~~Managing Director of OSC from 1992 until his retirement from those positions in November 2010, at which time he continued to hold a passive interest in OSC and the title of ~~"Founder~~“Founder Emeritus."” In the spring of 2017, he resumed an active role as Treasurer and Vice Chairman of OSC. OSC is an international consulting firm that provides public information services to clients worldwide, including the United States Agency for International Development, The World Bank, The Asian Development Bank and host governments. Since 1988, Mr. Model has also been a private investor for Model Entities, which manages personal and family portfolios. Mr. Model currently serves as a director of ~~two privately-held companies:~~Q’ligent, a private company that provides software management tools for broadcasting companies. Mr. Model served as a director from October 2010 to April 2017 for NetBoss Technologies, Inc., a company that provides software management tools for telecommunications companies; and ~~Q'ligent, a company that provides software management tools for broadcasting companies. Mr. Model~~ served as a director of Anchor Health Properties, a real estate partnership that develops medically related properties, from 1990 until 2015, and of Sinewave Energy Technologies, Inc., a company that produced energy saving devices in lighting space, from 1994 until 2011. Mr. Model served as a director of three ~~publicly-traded~~publicly traded companies: Blue Ridge Real Estate Company, a land development company, from 1975 to 2002; Big Boulder Corp., a land development company linked to Blue Ridge, from 1975 to 2002; and MetroWest Bank, from

1990 to ~~2001.~~ 2001, in each case serving on (among others) the Audit Committee.

Qualifications

Mr. ~~Model's~~Model’s consulting and investment experience as well as his service on boards of directors of both public and private companies provide him with knowledge in corporate strategy and investment expertise that will benefit the Board. ~~Mr. Model is~~

DAVID O’REILLY

Age 48

Director since December 2020

Committees

•

None

Background

David O’Reilly has served as a director ~~nominee designated by Pershing Square pursuant~~since December 2020. He served as the Company’s Chief Financial Officer from October 2016 to April 2021 and President from June 2020 to November 2020. Mr. O’Reilly was appointed Interim Chief Executive Officer in September 2020 and was officially promoted to Chief Executive Officer in December 2020. As Chief Executive Officer, he is responsible for managing our business operations and overseeing the senior members of our management team. Prior to joining the Company, Mr. O’Reilly served as Executive Vice President, Chief Investment Officer of Parkway Properties, Inc., a NYSE-traded real estate investment trust focused on office properties, from November 2011 through October 2014, and was appointed interim Chief Financial Officer in May 2012 until he was appointed Chief Financial Officer in August 2012. Previously, Mr. O’Reilly served as Executive Vice President of Banyan Street Capital and as Director of Capital Markets for Eola Capital LLC. He served in the investment banking industry as Senior Vice President of Barclays Capital Inc. and in a similar capacity for Lehman Brothers. During his career, Mr. O’Reilly has been involved in a broad range of financial advisory and merger and acquisition activities, including leveraged buyouts, initial public offerings and various transactions involving commercial mortgage-backed securities. Mr. O’Reilly also has served as an independent trustee on the board of Kite Realty Group Trust, a publicly traded REIT, since 2013.

Qualifications

Mr. O’Reilly’s extensive financial and strategic experience in the real estate industry, as well as his

Proxy Statement for the 2023 Annual Meeting of Stockholders / 31

TABLE OF CONTENTS

Proposal No. 1 – Election of Directors

executive leadership experience, make him particularly suited to provide guidance to the ~~terms of the stockholder agreement~~Board and serve as a bridge between the ~~Company~~Board and ~~Pershing Square.~~

our executive officers.

Other current public company boards

~~Table of Contents~~

•

Kite Realty Group Trust

R. SCOT SELLERS

Age 66

Independent director since
November 2010

Committees

•

Compensation (Chair)

•

Risk

Background

R. Scot Sellers~~, age 59,~~ has served as a director since November ~~2010.~~2010 and brings to the Board the expertise of a 40-year career in the real estate industry. From January 1997 until February 2013, Mr. Sellers served as ~~chief executive officer~~the Chief Executive Officer of Archstone, one of the ~~world's~~world’s largest apartment ~~companies,~~companies. He also served as Archstone’s Chief Investment Officer from 1995 until January ~~1997 until February 2013, and prior to that was Archstone's chief investment officer since 1995.~~1997. Under his leadership, Archstone moved from being a mid-sized owner of apartments in secondary and tertiary cities to ~~becoming~~ the largest publicly traded owner of urban ~~high rise~~high-rise apartments in the ~~nation's~~nation’s premier ~~cities.~~cities with a market capitalization of more than $22 billion. During his ~~32-plus year~~ career, ~~in the apartment business,~~ Mr. Sellers has been responsible for the development, acquisition and operation of over $40 billion of apartment communities in over 50 different cities across the United States. In addition, Mr. Sellers served as the chairman of the National Association of Real Estate Investment Trusts from November 2005 tountil November ~~2006. Since June 2013, Mr. Sellers has served~~2006 and on the International Board of Directors of Habitat for ~~Humanity.~~Humanity from June 2013 through November 2020. He currently serves on the board of two privately held companies: The Irvine Company and Milhaus LLC. Mr. Sellers has also ~~serves on~~served as a member of the board of directors of Inspirato LLC, a publicly traded hospitality company, since February 2022, and is a member of its Compensation Committee and Nominating and Corporate Governance Committee. Mr. Sellers has served as Chairman and a member of the Board of Directors of ~~The Irvine~~Maui Land & Pineapple Company, Inc., a real estate company, since March 2023, and ~~Inspirato LLC.~~ is a member of its Audit and Compensation Committees.

Qualifications

Mr. ~~Sellers'~~Sellers’ extensive experience in the real estate industry, ~~which coincided with~~evidenced by the broad growth of Archstone under his leadership and his dedicated board and

committee service onwithin the industry, ~~committees~~ provide him with valuable industry-specific insight, ~~into operations, development~~knowledge and ~~growth of the real estate industry and make~~expertise, making him particularly suited to provide guidance to the Board.

Other current public company boards

•

Inspirato LLC

STEVEN SHEPSMAN

Age 70

Independent director since
November 2010

Committees

•

Audit (Chair)

•

Nominating and Corporate Governance

•

Risk

Background

Steven Shepsman~~, age 63,~~ has served as a director since November 2010. Mr. Shepsman is an ~~executive managing director~~Executive Managing Director and ~~founder~~Founder of New World Realty Advisors, a real estate investment and advisory firm specializing in real estate restructurings, development and finance. Mr. Shepsman has been with New World Realty Advisors since 2009. Since May 2018 and through December 2019, Mr. Shepsman served as ~~chair~~a director of ~~the Official Committee of Equity Holders in the Chapter 11 proceedings of General Growth Properties, Inc. As~~Spirit MTA REIT, a publicly traded real estate investment trust. Upon its election to convert to a non-traded liquidating trust, Mr. Shepsman became a Liquidating Trustee. Previously, as a principal in a real estate fund, Mr. Shepsman had oversight responsibility for the ~~fund's~~fund’s due diligence and acquisition of investment platforms, and with subsequent asset acquisitions, financings and dispositions. Mr. Shepsman served as a director of Rouse Properties, Inc. from January 2012 to May 2013. Earlier in his career, Mr. Shepsman ~~a certified public accountant,~~ was a managing partner of Kenneth Leventhal and Company and of Ernst & ~~Young's~~Young’s Real Estate Practice. Mr. Shepsman is a trustee of The University of Buffalo Foundation where he chairs its Properties Committee and is a member of the ~~Dean's~~Dean’s Advisory Council for its School of Management.

Qualifications

Mr. ~~Shepsman's~~Shepsman’s extensive professional accounting and financial expertise, including in the real estate industry, enable him to provide key contributions to the Board on financial, accounting, corporate governance and strategic matters.

~~Burton M. Tansky, age 78,~~

32 \ The Howard Hughes Corporation ● investor.howardhughes.com

TABLE OF CONTENTS

Proposal No. 1 – Election of Directors

MARY ANN TIGHE

Age 74

Independent director since
October 2011

Committees

•

Compensation

•

Nominating and Corporate Governance

Background

Mary Ann Tighe has served as a director of the Company since October 2011. Mr. Tansky is a luxury retail veteran and has worked in the retail industry for over fifty years. Since January 2014, Mr. Tansky has served as a director of Stein Mart, Inc. Mr. Tansky also serves on the Board of Directors of Donald Pliner Shoe Company, a privately held company. Mr. Tansky served as non-executive chairman of the board of directors of the Neiman Marcus Group, Inc. from 2010 to 2013. Previously, Mr. Tansky served six years on the board of directors and the compensation committee of International Flavors and Fragrance, a public company. Mr. Tansky was the CEO of Neiman Marcus Group from 2004 to 2010, chief executive officer of Neiman Marcus Stores from 1994 to 2007, chief executive officer of Bergdorf Goodman from 1990 to 1994 and the president and chief operating officer of SAKS Fifth Avenue from 1980 to 1990. Mr. Tansky's extensive retail and management expertise enable him to provide key contributions to the Board on retail and strategic matters.

~~Table of Contents~~

~~Mary Ann Tighe, age 67, has served as a director of the Company~~ since October 2011. Ms. Tighe has been credited with transforming New ~~York's~~York’s skyline during her more than 3035 years in the real estate industry. Ms. Tighe has been the ~~chief executive officer~~Chief Executive Officer of ~~CBRE's~~CBRE’s New York Tri-State Region since 2002, a region of ~~2,300~~2,500 employees, and served as a director of CBRE in 2013. Ms. ~~Tighe's~~Tighe’s deals have anchored more than ~~13.7~~14.4 million square feet of new construction in the New York region. From January 2010 through December 2012, Ms. Tighe ~~Served~~served as Chair of the Real Estate Board of New York, the first woman to hold this position in its 114-year history and the first broker in 30 years. Ms. Tighe began her real estate career as a broker at the Edward S. Gordon Company, ultimately rising to the position of ~~vice chairman~~Vice Chairman of Insignia/ESG, where she was regularly recognized as being among the ~~firm's~~firm’s top producers. Prior to entering the real estate field, Ms. Tighe served as a ~~vice president~~Vice President of the American Broadcasting Companies, where she launched the A&E cable channel. Ms. Tighe was also formerly the Deputy Chairman of the National Endowment for the Arts, Arts Advisor to Vice President Walter Mondale, and a staff member of the Smithsonian Institution.

Qualifications

Ms. ~~Tighe's~~Tighe’s extensive experience with commercial real estate transactions enables her to provide the Board with key insight into ~~the~~ real estate matters.

[MISSING IMAGE: ph_anthonywlliams-4c.jpg]

Anthony Williams

Age 71

Independent director since
February 2021

Committees

•

Audit

•

Nominating and Corporate Governance

Background

~~David R. Weinreb, age 51,~~

Anthony Williams has served as a director ~~and~~since February 2021. Mr. Williams currently serves as the Chief Executive Officer and Executive Director of Federal City Council, a nonprofit organization dedicated to the advancement of civic life in the nation’s capital, a position he has held since April 2012. He also has served as a Senior Advisor with the law firm King & Spalding in its Government Affairs and Public Policy practice group since July 2016. Mr. Williams previously served two terms as the mayor of Washington, D.C. from 1999 to 2007, leading the city’s revitalization, restoring its finances and improving city services. As the independent Chief Financial Officer of the ~~Company since November 2010. Known~~District of Columbia from 1995 to 1998, he worked with local officials, the D.C. Financial Control Board, and the U.S. Congress. He has held various positions in federal, state, and local government, including serving as the first CFO for ~~his passion, tenacity~~the U.S. Department of Agriculture, a position to which he was appointed by President Bill Clinton and ~~entrepreneurial spirit,~~confirmed by the U.S. Senate. Mr. ~~Weinreb has directed the Company's efforts since its emergence in 2010, building~~Williams is a ~~portfolio of some~~veteran of the ~~most sought-after real estate~~U.S. Air Force, a fellow of the National Academy of Public Administration and former President of the National League of Cities, and formerly served as a lecturer and faculty member in Public Management at the ~~country. His vision, leadership~~Harvard Kennedy School of Government’s Ash Center for Democratic Governance and ~~acumen led~~Innovation.

Qualifications

Mr. Williams’ extensive experience with urban development, government relations and financial oversight enables him to ~~be honored as~~provide the ~~2013 Ernst~~Board with key insight into urban development and ~~Young Entrepreneur Of The Year® Award in Real Estate~~the related government relations.

✓

The Board recommends a vote FOR each of the ten director nominees listed above.

Proxy Statement for the ~~region. In 2012, he was named as one~~2023 Annual Meeting of ~~the Top 200 CEOs in the U.S. by ExecRank and in 2015 he was listed in the 2015 Commercial Observer Power 100 as one of the 100 most powerful people in New York City real estate.~~

Stockholders / 33

A real estate industry veteran for over 30 years, Mr. Weinreb spent 17 years as Chairman and CEO of TPMC Realty Corporation, a company he built into a multi-faceted investment firm prior to joining The Howard Hughes Corporation. Located in Dallas, Texas, TPMC, whose tenant roster included many Fortune 500 companies, specialized in the acquisition and repositioning of underperforming real estate and real estate related assets across the United States. In addition to development, ownership and management of real estate, the firm's activities included mezzanine financing and private equity investing.

Mr. Weinreb attended New York University and began his real estate career in the 1980's in New York City. He is a member of the International Council of Shopping Centers and the Urban Land Institute. He also serves on the Advisory Council of the Lusk Center for Real Estate at the University of Southern California. His philanthropic interests are both local and national.

~~The Board recommends a vote FOR each of the nine director nominees listed above.~~

~~Table of Contents~~

TABLE OF CONTENTS
~~PROPOSAL NO. 2~~
~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

In 2011, 63% of stockholders voted in a non-binding proposal that the Company should submit advisory votes on executive compensation every third year. The Board evaluated the voting on this matter and determined that the Company should submit advisory votes on executive compensation to its stockholders every year because it wants to be responsive to the large minority of stockholders who did not vote for triennial say-on-pay votes. Stockholders will be asked again in 2017 to vote on the frequency of advisory votes on executive compensation.

Proposal No. 2 – Advisory (Non-Binding) Vote on
Executive Compensation

The Company believes that its compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of its stockholders. This advisory, non-binding, stockholder vote, as required under Section 14A of the ~~Securities~~ Exchange Act ~~of 1934~~ and commonly known as ~~"say-on-pay,"~~“say-on-pay”, gives you, as a stockholder, the opportunity to vote for or against the ~~Company's~~Company’s executive compensation program.

The vote on this proposal is not intended to address any specific element of compensation. The vote relates to the compensation of the ~~Company's~~Company’s named executive officers (“NEOs”), as ~~described~~disclosed under the ~~heading "Compensation~~headings “Compensation Discussion and ~~Analysis"~~Analysis” and ~~"Executive Compensation"~~“Executive Compensation” in this ~~proxy statement~~Proxy Statement disclosed pursuant to the compensation disclosure rules of the SEC.

Highlights of our executive compensation program and practices include the following:

■

a compensation recovery policy designed to prevent misconduct by any executive officers;

■

no single-trigger change-in-control arrangements;

■

minimum three-year vesting period for performance-based equity awards;

■

a substantial portion of our long-term equity awards contain meaningful performance hurdles to achieve full vesting;

■

minimum stock ownership guidelines for the Chief Executive Officer, President, Chief Financial Officer and Senior Executive Vice President, General Counsel & Secretary;

■

no tax gross-ups in executive employment agreements or incentive plans; and

■

a general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts and limit orders involving Company securities.

The Board recommends athat stockholders vote ~~FOR~~“FOR” the ~~approval~~following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby approved.

✓

The Board recommends a vote FOR the resolution approving the executive compensation of our NEOs.

34 \ The Howard Hughes Corporation ● investor.howardhughes.com

TABLE OF CONTENTS 

Proposal No. 3 – Advisory (Non-Binding) Vote on
the Frequency of Future “Say-on-Pay” Votes

We are requesting our stockholders to advise on how frequently we should seek an advisory vote on the compensation of our named executive ~~compensation.~~

officers, commonly referred to as a “say-on-pay” vote. Proposal No. 2 in this proxy statement is a say-on-pay vote. The advisory vote in this Proposal No. 3 is often referred to as a “say-on-frequency” vote. For this Proposal No. 3, you may vote on whether you would prefer to have a say-on-pay vote every year, every two years or every three years, or you may abstain from voting.

~~Table~~For our last say-on-frequency vote at our 2017 Annual Meeting of ~~Contents~~

~~PROPOSAL NO. 3~~
~~APPROVAL OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION~~

~~Background~~Stockholders, our Board recommended a say-on-pay vote every year and our stockholders concurred, casting a majority of ~~Proposal~~

~~Elimination~~their votes in favor of ~~Restrictions on Removal of Directors~~

~~The Company's Amended and Restated Certificate of Incorporation provides that directors may be removed by the stockholders only~~an annual frequency. We have held a say-on-pay vote for ~~cause. The Court of Chancery~~each of the ~~State~~past five years accordingly.

Our Board continues to believe that say-on-pay advisory votes should be conducted every year. An annual advisory vote on executive compensation allows our stockholders to provide input on our compensation philosophy, policies and practices as disclosed in our proxy statement every year.

While this advisory say-on-frequency vote is non-binding, our Board and compensation committee will give careful consideration to the choice that receives the most votes when considering the frequency of ~~Delaware held in~~future say-on-pay votes. We expect that our next vote on the advisory say-on-frequency proposal will occur at our 2029 Annual Meeting of Stockholders.

Our Board is asking stockholders to approve a ~~case construing~~non-binding advisory vote on the ~~certificate~~following resolution:

RESOLVED, that a non-binding advisory vote of ~~incorporation~~the Company’s stockholders to approve, on an advisory basis, the compensation of ~~another Delaware corporation that if a Delaware corporation has neither a staggered board nor provides for cumulative voting~~our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, in the election of directors, provisions of the corporation's certificate of incorporation and bylaws providing that directors may be removed only "for cause" are contrary to Section 141(k) of the General Corporation Law of the State of Delaware and are invalid and unenforceable. Although this was not a decision by the Delaware Supreme Court and is not binding on other Delaware courts, the decision raises a question whether Article VI.C of our Amended and Restated Certificate of Incorporation, which provides that directors may be removed by the stockholders only for cause, is valid and enforceable because the Company does not have a staggered board or cumulative voting in the election of directors. Upon review, the Board has determined that it is advisable and in the best interestproxy statement of the Company ~~and its stockholders to eliminate the provision of our Amended and Restated Certificate of Incorporation that only provides~~ for the ~~removal~~annual meeting of ~~directors by the~~ stockholders for cause. As a result, the Board has approved the Second Amended and Restated Certificate of Incorporation. If the applicable portion of Article VI.C is removed, directors may be removed by the stockholders with or without cause by the holders of a majority of the Company's common stock.

~~Removal of Obsolete Transfer Restrictions~~

Article XV of the Company's Amended and Restated Certificate of Incorporation is obsolete and no longer has any purpose or necessity. On November 10, 2013, the restrictions (the "Restrictions") imposed by Article XV on the direct or indirect transferability of the Company's equity securities to preserve the value of certain of the Company's deferred tax assets generated by net operating losses and other tax attributes expired. The Restrictions were adopted to reduce the likelihood of an "ownership change," as defined in Section 382 of the Internal Revenue Code (an "Ownership Change"). To better protect the value of certain of the Company's deferred tax assets generated by net operating losses and other tax attributes, the Company adopted a shareholder rights plan on February 27, 2012. This shareholder rights plan generally would prevent any person from acquiring 4.99% or more of the Company's outstanding shares of common stock without the approval of the Board, and thus prevent an Ownership Change from occurring without Board approval. On May 21, 2015, the Company's stockholders approved an amendment extending the term of the plan. The shareholder rights plan will remain in effect until the earlier of: (i) March 18, 2018; (ii) the time at which the rights thereunder are redeemed or exchanged; (iii) the effective time of the repeal of Section 382 of the Internal Revenue Code or any successor statute if the Board determines that the shareholder rights plan is no longer necessary for the preservation of the Company's deferred tax assets generated by the net operating losses and other tax attributes; and (iv) the first day of the taxable year of the Company at which such advisory vote is to ~~which the Board determines that the deferred tax assets generated by the net operating losses and~~occur, be held every year, every other tax attributes may not be carried forward. Upon review, the Board has determined that it is advisable and in the best interest of the Company and its stockholders to eliminate Article XV of our Amended and Restated Certificate of Incorporation. As a result, the Board has approved the Second Amended and Restated Certificate of Incorporation. Because the Restrictions imposed by Article XV have expired, the removal of this Article will have no effect on stockholders.

year or every three years, or abstain.

~~Table of Contents~~

~~Timing of the Proposed Second Amended and Restated Certificate of Incorporation~~

A copy of the Second Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Annex A. If the proposed Second Amended and Restated Certificate of Incorporation is approved by the Company's stockholders, it will become effective immediately upon the filing of the Second Amended and Restated Certificate of Incorporation with the the Secretary of State of Delaware, which the Company expects to file promptly after the Annual Meeting. If the proposed Second Amended and Restated Certificate of Incorporation is not approved by the Company's stockholders, the Amended and Restated Certificate of Incorporation will remain unchanged.

The Board recommends athat an advisory vote ~~FOR~~on executive compensation be held every year.

Proxy Statement for the ~~approval~~2023 Annual Meeting of ~~the Proposed Second Amended and Restated Cetificate of Incorporation~~

Stockholders / 35

~~Table of Contents~~

TABLE OF CONTENTS 
~~PROPOSAL NO. 4~~
~~RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP~~
~~AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING~~
~~FIRM FOR FISCAL 2016~~

				Proposal No. 4 – Ratification of the Appointment of KPMG LLP
				as the Company’s Independent Registered Public Accounting Firm for Fiscal 2023

The ~~audit committee~~Audit Committee has selected ~~Ernst & Young~~KPMG LLP ~~("EY"~~(“KPMG”) as the ~~Company's~~Company’s independent registered public accounting firm for fiscal ~~2016.~~2023. SEC regulations and the NYSE corporate governance standards require that the ~~Company's~~Company’s independent registered public accounting firm to be engaged, retained and supervised by the ~~audit committee.~~Audit Committee. Although approval or ratification by stockholders of such engagement is not required, the Company is seeking the ~~stockholders'~~ stockholders’

ratification of the ~~audit committee's~~Audit Committee’s selection of EYKPMG because we believe that allowing stockholders to express their view on the matter is good corporate governance. Any failure of the stockholders to ratify the ~~audit committee's~~Audit Committee’s selection of EYKPMG as the ~~Company's~~Company’s independent registered public accounting firm would ~~however,~~ be considered by the ~~audit committee~~Audit Committee in determining whether to engage ~~EY.~~

KPMG.

✓

The Board recommends a vote FOR the ratification of the appointment of KPMG LLP
as the Company’s independent registered public accounting firm for fiscal 2023.

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The ~~Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2016.~~

~~Relationship with Independent Registered Public Accounting Firm~~

~~The audit committee~~Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the ~~Company's~~Company’s independent registered public accounting firm. As described above, the ~~audit committee~~Audit Committee has selected EYKPMG as the ~~Company's~~Company’s independent registered public accounting firm for fiscal ~~2016.~~

2023.

A representative of ~~EY is expected to~~KPMG may be present at the Annual Meeting and, if present, will be given the opportunity to make a statement if they so desire and to respond to appropriate questions from stockholders.

36 \ The Howard Hughes Corporation ● investor.howardhughes.com

TABLE OF CONTENTS

Proposal No. 4 – Ratification of the Appointment of KPMG LLP as the

Company’s Independent Registered Public Accounting Firm ~~Fees~~

for Fiscal 2023

INDEPENDENT REGISTERED ACCOUNTING FIRM FEES

The following table presents fees incurred for professional services rendered by ~~EY,~~ the ~~Company's~~Company’s independent registered public accounting firm for the

fiscal years ended December 31, ~~2015~~2022 and December 31, ~~2014.~~

December 31,
2015 December 31,
2014
Audit Fees(1)
1,828,907 $ 1,646,073
Audit Related Fees(2)
31,360 $ —
Tax Fees(3)
111,000 $ 75,822
All Other Fees
— $ —
Total Fees
1,971,267 $ 1,721,895
2021.

	December 31,
	2022			2021
Audit Fees(1)(2)		$	2,904,712		$	2,822,680
Audit-Related Fees(3)		$	380,000		$	140,000
Tax Fees(4)		$	4,326		$	29,865
Total Fees		$	3,289,038		$	2,992,545

(1)

See “Change in Independent Registered Public Accounting Firm” below.

(2)

Includes fees and expenses ~~incurred~~primarily for ~~services related to~~ the ~~annual~~ audit of the Company’s consolidated financial statements ~~required statutory audits, reviews~~included in the Form 10-K, including the audit of the ~~Company's quarterly reports on Form 10-Q,~~effectiveness of the ~~registered public accounting firm's report on the Company's~~Company’s internal control over financial reporting, ~~as required under Section 404~~and the reviews of the ~~Sarbanes-Oxley Act~~Company’s consolidated financial statements included in the Forms 10-Q, as well as comfort letters and consents. 2022 fees include (1) fees and expenses of ~~2002,~~EY for the first quarter of 2022 and ~~consents during~~work related to coordination with review by KPMG as successor auditor and (2) fees and expenses of KPMG for the ~~respective periods.~~

~~(2)~~

second, third and fourth quarters of 2022.

(3)

Includes fees for the ~~audit~~audits of certain joint ventures and wholly owned subsidiaries of the ~~December 31, 2015 financial statements of Discovery Property Company, LLC, a joint venture of the~~ Company.

~~(3)~~

(4)

Includes fees for services related to tax compliance, tax advice and tax planning.

~~Pre-Approval Policies~~

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young, LLP (“EY”) served as the Company’s independent registered public accounting firm from the Company’s inception through the first quarter of 2022. Subsequent to the filing of the 2021 Annual Report on Form 10-K for the Company and ~~Procedures~~

the Proxy Statement for the Company’s 2022 Annual Meeting of Stockholders, the Audit Committee conducted a competitive process to determine the Company’s independent registered public accounting firm for the 2022 fiscal year. The Audit Committee invited several independent registered public accounting firms, including EY, to participate in the process. On May 4, 2022, the Audit Committee approved the dismissal of EY as its independent registered public accounting firm. During the Company’s two most recent fiscal years prior to and through May 4, 2022, (i) there were no disagreements between EY and the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,

which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company engaged EY as its independent registered public accounting firm in 2013. No audit ~~committee's~~report of EY for the years ended December 31, 2021 or December 31, 2020, contained an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

On May 4, 2022, the Company approved the engagement of KPMG as its new independent registered public accounting firm to act as the principal accountant to audit the Company’s financial statements.

Proxy Statement for the 2023 Annual Meeting of Stockholders / 37

TABLE OF CONTENTS

Proposal No. 4 – Ratification of the Appointment of KPMG LLP as the

Company’s Independent Registered Public Accounting Firm for Fiscal 2023

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee’s policy is to require the ~~pre-approval~~pre- approval of all audit and non-audit services provided to the Company by its independent registered public accounting firm (except for items exempt from ~~pre-approval~~pre- approval requirements under applicable laws and rules)

to assure that the provision of such services does not impair the ~~firm's~~firm’s independence. All audit and non-audit services were ~~pre-approved.~~

pre-approved by our Audit Committee in accordance with the pre-approval requirements set forth in its charter.

38 \ The Howard Hughes Corporation ● investor.howardhughes.com

~~Table of Contents~~

TABLE OF CONTENTS
~~AUDIT COMMITTEE REPORT~~

Audit Committee Report

The ~~audit committee~~Audit Committee is comprised entirely of independent directors (as defined for members of an audit committee in SEC rules and the NYSE listing standards) and assists the Board in a number of duties. These duties include oversight of the following matters: the integrity of the ~~Company's~~Company’s financial statements; compliance with legal and certain regulatory requirements; the performance of the internal audit function; and the financial reporting process. In addition, the ~~audit committee~~Audit Committee is directly responsible for the appointment, compensation (including negotiation and approval of the audit fee), retention and oversight of the ~~Company's~~Company’s independent registered public accounting firm. The ~~audit committee has~~Audit Committee appointed ~~Ernst & Young~~KPMG LLP ~~("EY"~~(“KPMG”) as its independent registered public accounting firm for fiscal ~~2016.~~2023. The ~~audit committee~~Audit Committee operates pursuant to a written charter adopted by the Board and reviewed annually by the ~~audit committee.~~Audit Committee. A copy of the charter is available on our website at ~~http://investor.howardhughes.com~~www.howardhughes.com under the ~~Corporate Governance~~“Investors” tab. The ~~audit committee~~Audit Committee has the resources and authority it deems appropriate to discharge its responsibilities.

The ~~audit committee~~Audit Committee has engaged EYKPMG to serve as the ~~Company's~~Company’s independent ~~consulting~~accounting firm since ~~2013.~~2022. In accordance with SEC rules, the lead audit partner on the Company engagement serves no more than five consecutive years in that role. The current lead partner was appointed in ~~2013.~~2022. The ~~audit committee~~Audit Committee and management have direct input into the selection of the lead audit partner. The ~~audit committee~~Audit Committee periodically considers whether the annual audit of the ~~Company's~~Company’s financial statements should be conducted by another firm.

See “Change in Independent Registered Public Accounting Firm” above.

In determining whether to reappoint EYKPMG as the ~~Company's~~Company’s independent ~~auditors~~registered public accounting firm for ~~2016,~~2023, subject to stockholder ratification, the ~~audit committee~~Audit Committee took into consideration a number of factors. These factors included:

•

■

the length of time the firm has been engaged by the Company;

•

~~EY's~~

■

KPMG’s familiarity with the ~~Company's~~Company’s operations and industry, accounting policies, financial reporting process, and internal control over financial reporting;

•

~~EY's~~

■

KPMG’s skills, expertise and independence;

•

■

the quality of the ~~audit committee's~~Audit Committee’s ongoing discussions with ~~EY;~~

•

KPMG;

■

a review of external data related to ~~EY's~~KPMG’s legal risks and proceedings, audit quality and recent public portions of Public Company Accounting Oversight Board (United States) (the ~~"PCAOB"~~“PCAOB”) reports;

•

■

an assessment of the professional qualifications of ~~EY,~~KPMG, the performance of the lead audit partner and the other professionals on the Company account;

•

■

the reasonableness of ~~EY's~~KPMG’s fees for the services provided to the Company;

•

~~management's~~

■

management’s relationship with EYKPMG and its assessment of ~~EY's~~KPMG’s performance; and

•

■

the impact of changing auditors, including the significant time requirement that could distract from ~~management's~~management’s focus on reporting and internal controls.

Based on this evaluation, the ~~audit committee~~Audit Committee believes that it is in the best interest of the Company and our stockholders to retain EYKPMG as our independent registered public accounting firm for fiscal ~~2016.~~

2023.

Each member of the ~~audit committee~~Audit Committee is considered financially literate, as defined by the NYSE, and the Board has determined that Mr. Shepsman has the necessary experience to qualify as an ~~"audit~~“audit committee financial ~~expert"~~expert” under SEC rules. ~~In accordance with~~As determined by the ~~SEC's safe harbor relating to audit committee financial experts,~~SEC, a person designated as an audit committee financial expert will not be deemed an ~~"expert"~~“expert” for purposes of the federal securities laws. In addition, this designation does

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not impose on a person any duties, obligations or liabilities that are greater than those otherwise imposed on the person as a member of the ~~audit committee~~Audit Committee and the Board, and does not affect the duties, obligations or liabilities of the Board.

Management is responsible for the ~~Company's~~Company’s system of internal control over financial reporting and for preparing its consolidated financial statements. EYKPMG was responsible for performing independent audits of

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Audit Committee Report

the Company’s internal control over financial reporting as of December 31, ~~2015~~2022 and its consolidated financial statements as of December 31, ~~2015~~2022 and for the year then ended, both in accordance with the standards of the PCAOB, and to issue reports thereon. The ~~audit committee~~Audit Committee is responsible for overseeing ~~management's~~management’s conduct of the financial reporting process and system of internal control.

The ~~audit committee~~Audit Committee reviewed and discussed with both management and EYKPMG the results of the independent audits of the ~~Company's~~Company’s internal control over financial reporting as of December 31, ~~2015~~2022 and ~~the~~its consolidated financial statements as of ~~the Company~~December 31, 2022 and for the year ended ~~December 31, 2015~~ prior to their issuance. During ~~2015,~~2022, management advised the ~~audit committee~~Audit Committee that the set of financial statements had been prepared in accordance with accounting principles generally accepted in the United States of America, and reviewed significant accounting and disclosure matters with the ~~audit committee.~~Audit Committee. This included discussion with EYKPMG of matters required to be discussed by Statement on Auditing Standards No. 16, as amended, as adopted by the PCAOB and SEC Regulation S-X Rule 2-07,Communication with Audit Committees, as currently in effect, including the quality of the ~~Company's~~ Company’s

accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The ~~audit committee~~Audit Committee also discussed with its independent registered public accounting firm matters relating to its independence and received the written disclosures and letter from EYKPMG required by the applicable requirements of PCAOB regarding the independent ~~accountant's~~accountant’s communications with the ~~audit committee~~Audit Committee concerning independence.

Taking all of these reviews and discussions into account, all of the ~~audit committee~~Audit Committee members ~~whose names are~~ listed below recommended to the Board that it approve the inclusion of the ~~Company's~~Company’s audited financial statements in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2022 for filing with the SEC.

Members of the Audit Committee

Steven Shepsman, Chair
Beth Kaplan
Allen Model
Anthony Williams


		~~Members of the Audit Committee~~
		~~Steven Shepsman, Chair~~ ~~Gary Krow~~ ~~Allen Model~~

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~~EXECUTIVE OFFICERS~~

Executive Officers

The following table sets forth certain information with respect to the ~~Company's~~Company’s current executive officers:

~~Name~~			~~Position with the Company~~
		DAVID O’REILLY CHIEF EXECUTIVE OFFICER AND DIRECTOR Age 48
~~David Weinreb~~	51		~~Chief Executive Officer and a director~~
~~Grant Herlitz~~	44		~~President~~
~~Andrew Richardson~~	49		~~Chief Financial Officer~~
~~Peter Riley~~	60		~~Senior Vice President, Secretary and General Counsel~~
~~Christopher Curry~~	54		~~Senior Executive Vice President of Development~~

Background

David ~~R. Weinreb, age 51, has served as a director and~~O’Reilly is the Chief Executive Officer of the Company, responsible for driving the sustainable growth of the company’s assets and unlocking meaningful long-term value across the Company’s portfolio. He served as the Company’s Chief Financial Officer from October 2016 to April 2021 and its President from June 2020 to November 2020. Mr. O’Reilly was appointed Interim Chief Executive Officer in September 2020, was officially promoted to Chief Executive Officer and has served as a director on our Board in December 2020. As Chief Executive Officer, he is responsible for managing our business operations and overseeing the senior members of our management team. Prior to joining the Company, Mr. O’Reilly served as Executive Vice President and Chief Investment Officer of Parkway Properties, Inc., a NYSE-traded real estate investment trust focused on office properties, from November 2011 through October 2014, and was appointed interim Chief Financial Officer in May 2012 until he was appointed Chief Financial Officer in August 2012. Previously, Mr. O’Reilly served as Executive Vice President of Banyan Street Capital and as Director of Capital Markets for Eola Capital LLC. He served in the investment banking industry as Senior Vice President of Barclays Capital Inc. and in a similar capacity for Lehman Brothers. During his career, Mr. O’Reilly has been involved in a broad range of financial advisory and merger and acquisition activities, including leveraged buyouts, initial public offerings and various transactions involving commercial mortgage-backed securities. Mr. O’Reilly currently serves as an independent trustee of Kite Realty Group Trust, a publicly traded REIT, since ~~November 2010. Known~~2013.

Mr. O’Reilly earned a B.S. in Civil Engineering from Tufts University and his M.B.A. from Columbia University.

L. JAY CROSS

PRESIDENT

Age 70

Background

L. Jay Cross joined the Company in December 2020 as President and is responsible for ~~his passion, tenacity and entrepreneurial spirit, Mr. Weinreb has directed~~overseeing the ~~Company's efforts since its emergence in 2010, building a~~Company’s acclaimed portfolio of ~~some~~master planned communities and mixed-use developments. With decades of ~~the most sought-after real estate~~experience in the country. His vision, leadership and acumen led him to be honored as the 2013 Ernst and Young Entrepreneur Of The Year® Award in Real Estate for the region. In 2012, he was named as one of the Top 200 CEOs in the U.S. by ExecRank and in 2015 he was listed in the 2015 Commercial Observer Power 100 as one of the 100 most powerful people in New York City real estate.

A real estate industry, ~~veteran~~as well as with professional sports franchises, he has been responsible for ~~over 30 years, Mr. Weinreb spent 17 years as Chairman~~executing large-scale, mixed-use projects across North America, catalysts for urban transformation and ~~CEO of TPMC Realty Corporation, a company he built into a multi-faceted investment firm prior~~community development.

Prior to joining ~~The Howard Hughes Corporation. Located in Dallas, Texas, TPMC, whose tenant roster included many Fortune 500 companies, specialized in~~ the acquisition and repositioning of underperforming real estate and real estate related assets across the United States. In addition to development, ownership and management of real estate, the firm's activities included mezzanine financing and private equity investing.

Company, Mr. Weinreb attended New York University and began his real estate career in the 1980's in New York City. He is a member of the International Council of Shopping Centers and the Urban Land Institute. He also serves on the Advisory Council of the Lusk Center for Real Estate at the University of Southern California. His philanthropic interests are both local and national.

~~Grant Herlitz, age 44, has~~Cross served as President of Related Hudson Yards, leading the development efforts of Hudson Yards, the 28-acre megaproject on Manhattan’s west side. Previously, as President of the New York Jets, he spearheaded the development of MetLife Stadium, an innovative joint venture between the Jets and the New York Giants to build a dual-team NFL stadium. Mr. Cross served as President of Business Operations for the NBA’s Miami Heat where he led the development of the American Airlines Arena, creating a public-private partnership between the team and Miami Dade County, and driving a pioneering development program that sparked a renaissance of downtown Miami and the birth of a new residential neighborhood. Prior to that, Mr. Cross developed Toronto’s Air Canada Centre – an innovative dual-sport complex, home to the city’s NBA and NHL franchises – through a complex rezoning of Toronto’s downtown arena site. Mr. Cross has held senior positions with Markborough Properties, and with The Prudential Insurance Company ~~since November 2010.~~of America’s real estate investment operations. Mr. ~~Herlitz was Interim~~Cross is also an independent trustee of Choice Properties Real Estate Investment Trust, a publicly traded REIT in Canada.

Mr. Cross earned a Bachelor’s degree in Nuclear Engineering from the University of Toronto and a Master’s degree in Architectural Technology from Columbia University.

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Executive Officers

CARLOS OLEA

CHIEF FINANCIAL OFFICER

Age 44

Carlos Olea is the Chief Financial Officer of the ~~Company from January 31, 2011 to March 23, 2011. Mr. Herlitz oversees~~Company. He is responsible for overseeing the ~~daily operations~~company’s investment, accounting and ~~works closely~~financial strategy, and working with the ~~CEO~~executive team to unlock meaningful long-term value across the Company’s portfolio.

Mr. Olea has served in ~~developing~~his current role since January 2022. He has been with the Company since 2017 and served as the company’s Chief Accounting Officer from 2019 until 2022, overseeing the financial accounting strategy for the ~~company. Known for his dynamic leadership style and ability~~nation’s largest portfolio of MPCs during a time of outstanding growth. Prior to ~~develop and inspire talent,~~joining HHC, Mr. Herlitz has direct oversight over a committed and passionate team of professionals that lead the Company's acquisition, development, leasing and operating platforms. Mr. Herlitz's experience negotiating the separation agreements and emerging the Company gave him in-depth knowledge of its assets that made him uniquely qualified to manage operational and strategic matters impacting the Company.

Previously, Mr. Herlitz was President and Chief Financial Officer of TPMC Realty Corporation. Mr. Herlitz joined TPMC in 2000 as Vice President of Investments using his varied financial and management experience and business acumen to position himself for multiple roles within the company. Mr. Herlitz handled the acquisition and disposition of assets within TPMC's portfolio.

Mr. Herlitz started his career in finance working for the European Community Observer Mission to South Africa, an organization set up in conjunction with the United Nations to observe political change in South Africa. After moving to the United States in 1994, Mr. Herlitz worked as a tax accountant in both public and corporate accounting before joining the Dallas-based FirstPlus Financial Group, Inc. in 1997. As Assistant to the Chairman and CEO of the company, Mr. Herlitz managed the day-to-day investments of a family limited partnership. While with FirstPlus, he researched and

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implemented all new ventures, and analyzed and managed equity positions in real estate funds, hedge funds and equity portfolios. He was also responsible for due diligence review on all new investments.

Mr. Herlitz earned a Bachelor of Commerce Degree (US Equivalent of Bachelor of Business Administration) from the University of Witwatersrand, Johannesburg, South Africa. In addition, he is a member of the International Council of Shopping Centers and the Urban Land Institute, where he serves on the Office Development Council as well as being an active member of the Dallas Chapter of the Young Presidents Organization.

~~Andrew Richardson, Andrew C. Richardson, age 49, has~~Olea served as Chief ~~Finanical~~Accounting Officer at Carr Properties, a Washington, D.C.-based owner-operator and developer. Previously, he was a Senior Manager with the Advisory Services practice of Ernst and Young and a Director of Technical Accounting and Financial Reporting with AvalonBay Communities in Arlington, Virginia.

Mr. Olea has a Master’s in Real Estate degree with a concentration in finance from Georgetown University, and a B.S. in Accounting and Finance from ITESM, in Mexico.

PETER RILEY

FORMER SENIOR EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & SECRETARY

Age 67

Background

Peter Riley joined the Company ~~since March 2011. Prior to joining The Howard Hughes Corporation, Mr. Richardson~~in May 2011 and most recently served as the Chief Financial Officer and Treasurer of NorthStar Realty Finance Corp., a publicly traded commercial real estate finance company focused on investment in real estate loans, fixed income securities and net-leased real estate properties.

~~Before joining NorthStar, Mr. Richardson was an~~Senior Executive Vice President, with iStar Financial Inc. Mr. Richardson also served in various capacities at Salomon Smith Barney, including Vice President in the real estate investment-banking group focused on mergers and acquisitions and raising capital for public and private companies. Early in his career, Mr. Richardson was also a Certified Public Accountant with Ernst & Young LLP.

~~Peter Riley, age 60, has served as Senior Vice President, Secretary and~~ General Counsel ~~of the Company since May 2011.~~& Secretary until March 31, 2023. In that role, Mr. Riley iswas responsible for overseeing all legal matters for the ~~Company.~~Company and all operations related to the Aviators, the Company’s minor league baseball team located in Las Vegas. The Company has notified Mr. Riley that his employment is being terminated without cause effective May 30, 2023. Mr. Riley has over 30 years of experience, working in both the public and private sector. Mr. Riley was a partner at K&L Gates LLP ~~since~~between 2004 and 2011 with a significant focus on the tax aspects of fund formation, joint ventures and the acquisition, disposition, operation and financing of real estate assets. Previously, Mr. Riley led the tax department at Kelly, Hart and Hallman, and was Senior Tax Counsel at Simpson Thacher ~~and~~& Bartlett.

Before earning his law degree, Mr. Riley worked for Amerada Hess Corporation (NYSE: ~~AHC)~~HES) where he became Chief Financial Officer of its Abu Dhabi subsidiary. Mr. Riley ~~received his L.L.M.~~earned a LL.M. in Taxation from New York University School of Law, ~~his~~a J.D. from Boston College Law School and ~~his~~a B.B.A. in Accounting from ~~The~~the University of Notre Dame.

~~Christopher J. Curry, age 54,~~

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Executive Officers

[MISSING IMAGE: ph_schwartzandrew-4c.jpg]

ANDREW SCHWARTZ

CO-PRESIDENT, NEW YORK REGION

Age 44

Background

Andrew Schwartz serves as Co-President, New York Region and joined the Company in 2015. Mr. Schwartz most recently served as the Company’s Executive Vice President of Strategic Partnerships and Events.

Mr. Schwartz spearheaded the company’s partnership platforms – developing a wide array of programming and activations including The Rooftop at Pier 17® Summer Concert Series – and has managed the Seaport’s award-winning in-house creative design studio and its digital and marketing teams. Mr. Schwartz joined HHC after serving as Senior Vice President of Global Partnerships at Brooklyn Sports and Entertainment, where he was responsible for overseeing all partnership sales for the NBA’s Brooklyn Nets and the NHL’s New York Islanders at Barclays Center in Brooklyn. He has more than two decades of experience managing strategic marketing partnerships, advertising campaigns, and events, including for SiriusXM, Major League Baseball, the New Jersey Devils, and the National Hockey League. A one-time head coach for the University of Connecticut women's ice hockey team, the lifelong hockey enthusiast has parlayed his passion for the sport into coaching youth hockey, raising awareness for disabled hockey players, and using the sport to raise funds for cancer-related research and patient services.

Mr. Schwartz earned a B.S. in Communications and Marketing from the University of Connecticut.

FRANK STEPHAN

PRESIDENT, NEVADA

Age 51

Background

Frank Stephan serves as President, Nevada. Mr. Stephan joined the Company in his current role in March 2023, and he oversees all functions over the Summerlin master planned community in Las Vegas, including planning and development. Mr. Stephan has over 25 years of experience executing complex real estate developments, most recently with The Clarett Group in Los Angeles, California. Mr. Stephan previously served as Project Manager in construction management for Bovis Lend Lease LMB, Inc.

Mr. Stephan earned a Master of Science in Real Estate from New York University and a B.A. in Architecture from Columbia University.

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Executive Officers

GREG FITCHITT

PRESIDENT, COLUMBIA

Age 53

Background

Greg Fitchitt serves as President, Columbia and joined the Company in 2013. He leads the development efforts for the 14-million-square-foot, mixed-use plan to transform Downtown Columbia into the Center of Culture and Commerce for central Maryland.

Mr. Fitchitt has over 25 years of real estate experience including development, planning, entitlements, community and government relations, leasing, design and construction management, and property operations. Before joining HHC in 2013, Mr. Fitchitt completed nine shopping center redevelopments in Washington State and Southern California. Mr. Fitchitt led the development of Westfield UTC in La Jolla, CA, obtaining entitlements for a $1.0 billion LEED-ND Gold mixed-use revitalization and completing the $180 million first phase in 2012. Together, the Westfield projects completed under his direction represented over $500 million in investment.

Mr. Fitchitt earned a M.B.A. from UCLA and a B.A. in Philosophy from Pomona College. Mr. Fitchitt chairs the Downtown Columbia Partnership board, co-chairs the ULI Transit Oriented Development Council for the ULI Baltimore Council, and serves on the boards of directors for the Greater Baltimore Committee and the Economic Alliance of Greater Baltimore. He also previously served for 10 years on the boards of non-profit affordable housing developers in California.

JIM CARMAN

PRESIDENT, HOUSTON REGION

Age 45

Background

Jim Carman serves as President, Houston Region. Previously, he served as Senior ~~Executive~~ Vice President ~~Development~~of MPC Commercial Development. He joined the Company in August 2012 to oversee vertical development on projects located within The Woodlands and Bridgeland, both master planned communities in the Houston area. Mr. Carman was responsible for leading multiple teams in the development of the first phase of Hughes Landing, Houston’s premier mixed-use urban center on Lake Woodlands, taking the 66-acre project from conception to completion within three years.

Prior to joining the Company, Mr. Carman worked on mixed-use developments in Las Vegas, including Tivoli Village at Queensridge as well as projects located within the 70-acre Hughes Center. Previously, Mr. Carman served as Project Manager for the Ritz- Carlton, Grand Cayman, a $500 million resort complex consisting of seven restaurants, 365 keys, 85 luxury condominiums, and a golf course designed by Greg Norman. Before moving overseas to manage the Ritz- Carlton project, he worked with The Haskell Company, ~~since November 2010~~a design-build contractor based in Jacksonville, Florida. Mr. Carman was part of the joint-venture team that constructed the Adrienne Arsht Center for the Performing Arts, a $370 million performance complex in the heart of downtown Miami.

Mr. Carman earned a B.S. in Civil Engineering as well as Master of Engineering in Construction from Texas A&M University.

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Executive Officers

DOUG JOHNSTONE

PRESIDENT, HAWAII REGION

Age 40

Background

Doug Johnstone serves as President, Hawaii Region. He is responsible for leading the development and ~~reports~~asset management of Ward Village, a 60-acre master planned community in the heart of Honolulu.

Mr. Johnstone joined the Ward Village team in 2012, where he most recently served as Senior Vice President of Development, playing a key leadership role in all aspects of the entitlement, project management, construction, sales, and financing of the mixed-use developments that comprise Ward Village.

Prior to ~~Grant Herlitz. Previously,~~joining the Company, Mr. ~~Curry established TPMC's California office, as its President and led TPMC's real estate development business. Mr. Curry has over 29 years of~~Johnstone managed the redevelopment efforts in the $3 billion commercial real estate ~~experience.~~

~~Mr. Curry~~portfolio of Kamehameha Schools-Bishop Estate. Before that, he served as Vice President of ~~Development~~the Los Angeles-based boutique firm, Cyburt Hall Partners, focusing on investments and developments with institutional joint venture partners.

Mr. Johnstone earned a B.A. in Economics with Honors from Stanford University. He also serves as a board member for ~~Forest City Commercial Development. While with Forest City, Mr. Curry supported over 10 million square feet~~several local nonprofits including Aloha United Way, Outrigger Duke Kahanamoku Foundation, and HomeAid Hawai’i.

HEATH MELTON

PRESIDENT, PHOENIX REGION

Age 46

Background

Heath Melton serves as President, Phoenix Region. He is responsible for leading the development of ~~proposed mixed-use development projects~~Teravalis, HHC’s 37,000-acre master planned community located in ~~California and Texas.~~the Greater Phoenix, Arizona area. Previously, Mr. ~~Curry~~Melton was Executive Vice President of ~~Development for Westfield Corporation,~~Master Planned Communities in the Houston Region, where he was responsible for ~~redeveloping regional malls in~~residential planning and development of The Woodlands, Bridgeland and The Woodlands Hills.

Prior to joining the ~~Western U.S.~~

Company, Mr. ~~Curry received his M.B.A. in Finance from New York University~~Melton was Director of Land Development at Taylor Morrison Austin. He previously served as Development Manager for Sueba USA, overseeing their single- and ~~earned a B.S. in Business Administration from California State University, Northridge.~~multi-family residential business. Mr. Melton is on the board of directors of the West Houston Association, Greater Houston Builders Association, Cy-Fair Chamber of Commerce, Cy-Fair Education Foundation, and Leukemia & Lymphoma Society (LLS) Gulf Coast Chapter. He is ~~a licensed real estate broker in California, a member~~the past chair of the ~~International Council of Shopping Centers, a full~~West Houston Association, an active member of the Urban Land ~~Institute~~Institute’s (ULI) national Community Development Council and the Memorial Hermann Cypress Advisory Committee.

Mr. Melton is ~~currently serving on~~a graduate of the ~~ULI Council~~United States Military Academy at West Point, earning a Bachelor of Science in systems engineering and business management. He served in the U.S. Army as a field artillery officer for ~~Commercial~~five years, earning an Army Commendation Medal with Valor Device and ~~Retail Development (Gold). Mr. Curry also serves on the Executive Committee~~Bronze Star.

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ZACH WINICK

CO-PRESIDENT, NEW YORK TRI-STATE REGION

Age 43

Background

Zachary Winick serves as Co-President, New York Region and joined the Company in 2017. Mr. Winick most recently served as a Senior Vice President in the New York Region, where he was responsible for the day-to-day operations at the Seaport with oversight of leasing, hospitality, and financial management.

Mr. Winick has more than 15 years of real estate experience across a variety of asset classes. Prior to joining the Company, Mr. Winick was a Managing Director at Edison Properties, where he oversaw a division of office leasing and management at the historic Hippodrome Building in Midtown Manhattan. Previously, Mr. Winick was a commercial real estate broker with Mutual Real Estate atCorporation specializing in the repositioning and sale of industrial real estate.

Mr. Winick earned a B.A. in Criminal Justice from the University of ~~Southern California~~Delaware and is a ~~member of the Board of Governors of the~~J.D. from New York ~~Building Foundation.~~

Law School.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

The Company's named executive officers during 2015 were its Chief Executive Officer, David R. Weinreb; its President, Grant Herlitz; its Chief Financial Officer, Andrew Richardson; its Senior Vice President, Secretary

Compensation Discussion and ~~General Counsel, Peter Riley; and its Senior Executive Vice President of Development, Christopher Curry (collectively, the "Named Executives"). The~~Analysis

EXECUTIVE COMPENSATION

This Compensation Discussion and Analysis ~~contains a discussion of~~provides information on our executive compensation ~~policies and practices~~program and the ~~material elements of~~amounts shown in the executive compensation ~~awarded to~~tables that follow. In this proxy statement, the Named ~~Executives~~Executive Officers, or NEOs, include each of the executive officers listed below for ~~2015.~~

~~Business Background~~

~~Our mission is to be the preeminent developer~~fiscal 2022.

	Named Executive Officer			Position
	David O’Reilly			Chief Executive Officer (“CEO”)
	L. Jay Cross			President
	Carlos A. Olea			Chief Financial Officer (“CFO”)
	Peter Riley			Former Senior Executive Vice President, General Counsel & Secretary*
	Saul Scherl			Senior Advisor (Current), Former President, New York Tri-State Region
	Correne Loeffler			Former CFO

Mr. Riley’s service in that position terminated March 31, 2023, and operator of master planned communities and mixed use properties. We create timeless places and memorable experiences that inspire people while driving sustainable, long-term growth and value for our stockholders. We specialize in the development of master planned communities and ownership, management and the redevelopment or repositioning of real estate assets currently generating revenues, also called operating assets, as well as other strategic real estate opportunities in the form of entitled and unentitled land and other development rights, also called strategic developments. We are headquartered in Dallas, Texas and our assets are located across the United States.

~~Business Highlights~~

~~The Named Executives' decisions and leadership positioned~~his employment with the Company ~~to achieve the following operating and development results during 2015:~~

•: ~~Consolidated gross revenues increased $162.5 million, or 25.6%, to $797.1 million, compared to $634.6 million in 2014.~~
•: ~~Net operating income from income-producing operating assets increased $43.5 million, or 58.7%, to $117.6 million in 2015, compared to $74.1 million in 2014.(1)~~
•: ~~Adjusted net income decreased $14.7 million, or 10.0%, to $132.7 million in 2015, compared to $147.4 million in 2014.(2)~~

~~(1)~~: ~~Net operating income ("NOI")~~ is a non-GAAP financial measure. It includes the NOI from our combined retail, office, resort and conference center and multifamily properties, our share of NOI from our non-consolidated equity-method ventures and the annual distribution that we receive in the first quarter from our Summerlin Hospital cost-basis investment. These amounts exclude NOI from properties that are substantially closed for redevelopment and/or were sold during the period. We provide a reconciliation of this non-GAAP financial measure to net income in Annex B to this Proxy Statement.
~~(2)~~: Adjusted net income is a non-GAAP measure that excludes depreciation and amortization and non-cash warrant liability and tax indemnity receivable gains and losses. The decrease is primarily due to a large commercial land sale in 2014, partially offset by income recognized in 2015 from our Waiea and Anaha residential condominium towers under construction at Ward Village, income from our recently completed commercial real estate properties as they continue to stabilize and a gain on sale of a non-core asset. The presentation of net income excluding these items is consistent with other companies in the real estate business who also typically report an earnings measure that excludes non-cash depreciation and amortization. For a reconciliation of adjusted net income to net income (loss) attributable to common stockholders, please refer to the Annex B to this Proxy Statement.

being terminated without cause effective May 30, 2023.

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•: ~~Generated $193.8 million in land sales revenue for 2015, a 44.8.% decrease compared to 2014.(3)~~

~~We completed the following development or redevelopment projects in 2015:~~

•: ~~Hughes Landing Retail, a 126,131 square foot, 90.7% leased retail component of Hughes Landing in The Woodlands anchored by Whole Foods Market.~~
•: ~~Creekside Village Green, a 74,669 square foot mixed-use project located in The Woodlands, which is 80.7% leased.~~
•: ~~Office properties including 1725 and 1735 Hughes Landing Boulevard, two buildings totaling 649,237 square feet in The Woodlands which are 73.7% leased to ExxonMobil Corporation.~~
•: Multi-family projects including One Lakes Edge, an eight-story, 390-unit, Class A multi-family project in Hughes Landing, which is 58.5% leased, and The Metropolitan Downtown Columbia, a 380-unit multi-family property in Columbia, MD, which was developed in a joint venture and is 88.4% leased.
•: ~~Hughes Landing Hotel, a 205-key Embassy Suites by Hilton hotel located in our Hughes Landing development in The Woodlands.~~

~~We continued development on the following projects in 2015:~~

•

~~Ward Village in Honolulu:~~

•: Waiea, a 174-unit residential condominium tower expected to be completed in fourth quarter 2016. We have contracted for 90.8% of the units, representing 85.8% of the total residential square feet available for sale.
•: Anaha, a 317-unit residential condominium tower expected to be completed in second quarter 2017. We have contracted for 87.7% of the units, representing 80.0% of the total residential square feet available for sale.
•: We began pre-sales for Ae'o, a 466-unit condominium tower designed by Bohlin Cywinski Jackson located adjacent to a future Whole Foods Market flagship store scheduled to start construction in early 2016, and the first of two residential Ward Gateway Towers designed by Richard Meier & Partners, which will have 125 luxury units

•

~~Seaport District in New York:~~

•: Renovation of the Historic District west of the FDR Drive, anchored by a luxury eight-screen iPic Theater, is expected to be completed by the end of 2016 and the new Pier 17 building is under construction and expected to be completed in mid-2017.
•: Formed a partnership with renowned chef and restaurateur Jean-Georges Vongerichten to bring two new, unique culinary experiences to the Seaport District. Jean-Georges Vongerichten will introduce a 10,000 square foot seafood restaurant to be located in the Pier 17 building and a seafood market in the 40,000 square foot to-be-renovated Tin Building adjacent to Pier 17.
•: ~~Pre-leased 7,100 square feet in the historic area to McNally Jackson, a popular New York City-based independent bookstore.~~

•

~~The Woodlands:~~

•: ~~Waterway Square Hotel, a 302-key Westin Hotel that we completed in the first quarter 2016.~~
•: ~~Three Hughes Landing, a 321,000 square foot Class A office building which is substantially complete and available for lease.~~

~~(3)~~: ~~A significant portion of the decrease is due to a 59-acre commercial land sale in 2014 to the Houston Methodist Hospital System for $70.6 million.~~

EXECUTIVE SUMMARY

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~~Construction on the following projects began in 2015:~~

•: One Merriweather, a 199,000 square foot, Class A office building with 12,500 square feet of retail in Columbia, MD, anticipated for completion in the fourth quarter 2016. The building is 49.0% pre-leased to MedStar Health, the largest healthcare provider in the region.
•: The Summit, a 555-acre luxury residential golf course and spa community in Summerlin developed through a joint venture with Discovery Land Company. To date the joint venture has contracted for $122.1 million of land sales with the first closings expected in 2016.
•: Constellation, a joint venture development in Summerlin will be a 124-unit gated luxury multi-family project which will be completed in phases, with the first units available for rent in the first quarter 2016.
•: ~~Lakeland Village Center, an 83,600 square foot CVS-anchored neighborhood retail/office center that we expect to complete by the second quarter 2016.~~
•: One Alden Bridge self-storage facility, with 670 self-storage units, located in The Woodlands, which we expect to complete by the fourth quarter 2016. We also began construction of a second 650 unit self-storage facility in The Woodlands during the first quarter 2016. These developments represent our first of this property type.

~~Other 2015 Property Highlights:~~

•: Continued to lease up Downtown Summerlin, the 1.4 million square foot mixed-use property in the center of our Summerlin MPC which opened in October 2014. The retail portion is 90.6% leased and the office building is 69.3% leased.
•: Closed on $91.4 million of acquisitions of parcels and development rights, inclusive of a 58,000 square foot commercial building and air rights with total residential and commercial development rights comprising 196,133 square feet, which complete the development opportunity that we refer to as the Seaport District Assemblage. Combined with previously acquired adjacent properties, these acquisitions create a 42,694 square foot lot with 817,784 square feet of available development rights, which is located adjacent to the Seaport District.
•: Sold to its members The Club at Carlton Woods for net cash proceeds of $25.1 million. The property is a 36-hole golf and country club in The Woodlands developed and operated by us as an amenity for selling residential lots in a gated community in The Woodlands. The lots have been substantially sold out and therefore the asset became non-core to the Company.

~~Compensation Policies, Principles, Objectives and Practices~~

~~The Company's~~

Our success depends, in large part, on our ability to successfully attract, motivate and retain a qualified management team. The executive compensation program designed and implemented by the ~~compensation committee~~Compensation Committee is intended to attract, retain and motivate the key people necessary to enable ~~the Company~~us to maximize operational efficiency and profitability over the long ~~term.~~term, while holding employees accountable to the Company’s strategy and values. The ~~compensation committee~~Compensation Committee believes that executive compensation should ~~seek to~~ align the interests of ~~the Company's~~our executives and other key employees with those of the Company, including its mission and ~~its stockholders. The Company's~~strategy, and with long-term stockholder value. Our executive compensation program is also ~~being~~is designed to differentiate compensation based upon individual contribution, performance and experience.

In establishing compensation, the ~~compensation committee intends to provide employees, including its executive officers,~~Compensation Committee provides our NEOs with a competitive ~~total~~ compensation ~~package.~~package, using a holistic evaluation of each element of our NEOs’ compensation together with an assessment of each NEO’s ownership position in the Company (inclusive of all types of equity awards). The ~~compensation committee intends to set~~Compensation Committee sets compensation in this manner to ensure that ~~the Company's~~our compensation practices do not ~~put~~disadvantage the Company ~~at a disadvantage~~ in attracting and retaining executives and other key employees, while also ~~ensuring~~managing a competitive ~~cost~~compensation expense structure for the Company.

~~Table~~Although the Compensation Committee considers the executive compensation paid by our public company peer group in making compensation decisions, the Compensation Committee also considers the compensation that real estate private equity firms, private real estate development companies and real estate opportunity funds pay their executives. Given the small number of ~~Contents~~

~~In 2015, 98.1%~~public company peers directly competing with the Company and the nature of the ~~votes cast~~Company’s business, the Compensation Committee believes it is prudent to consider the compensation of both its privately and publicly owned peers when considering and making its compensation decisions.

During 2022, the Company maintained much of its positive momentum from its record-breaking year in 2021, successfully navigating challenging market dynamics and delivering strong results for stockholders. The Tin Building in New York City opened in 2022 to positive reviews and has been met with strong demand and foot traffic thus far. Additionally, in 2022, the Company sold its ownership interest in 110 North Wacker for net proceeds to the Company of $168.9 million and sold the Outlet Collection at Riverwalk for net proceeds of $8.2 million; these sales completed our ~~advisory vote~~planned non-core asset sales, with 15 non-core assets sold since the fourth quarter of 2019.

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We believe the Company’s portfolio of assets and strong balance sheet leave it well-positioned for future growth.

Financial and Operational Highlights*

Full-Year Company Highlights

•

Net income attributable to common stockholders was $184.5 million, or $3.65 per diluted share for the year, which compares to $56.1 million, or $1.03 per diluted share in 2021.

•

The positive year-over-year performance included MPC earnings before taxes (“EBT”) of $283.0 million, Total Operating Assets NOI of $239.5 million, and condo gross profit of $195.8 million.

•

Repurchased approximately 4.3 million shares of common stock for $388.4 million at an average share price of $90.66.

Operating Assets

•

Total Operating Assets NOI, including contribution from unconsolidated ventures, was $239.5 million, representing a $13.0 million or 6% year-over-year increase. Excluding disposed hospitality and retail assets, NOI increased $19.6 million or 9%.

•

Multi-family was the largest driver of the strong NOI performance with 39% year-over-year growth predominately due to rent growth and strong lease-up at HHC’s new developments in The Woodlands and Downtown Columbia®.

•

Office NOI was largely unchanged compared to 2021, with strong lease-up and the expiration of rent abatements at Class-A properties in The Woodlands and Downtown Columbia® being partially offset by some tenant turnover during the year. In 2022, the Company executed 510,000 square feet of new or expanded office leases including 253,000 square feet in The Woodlands, 155,000 square feet in Downtown Columbia®, and 102,000 square feet in Summerlin.

MPC

•

MPC EBT totaled $283.0 million in 2022, an 11% decrease compared to $316.6 million in the prior year.

•

The reduction in EBT was impacted by a $60.8 million reduction in equity earnings, primarily from The Summit, which has limited remaining lots and condos in inventory. During the year, HHC and Discovery Land expanded this highly successful joint venture to include a second phase of future development including 54 acres of land for 28 custom home sites, which is expected to begin sales later in 2023.

•

Excluding the impact of reduced equity earnings primarily at The Summit, MPC EBT increased $27.2 million year-over-year.

•

The average price per acre of residential land sold increased 32% to $768,000 per acre, a full-year record for HHC.

•

Builder price participation revenue rose to $71.8 million, an all-time high for HHC.

•

JDM Partners exercised its options to repurchase a 12.0% ownership interest in TeravalisTM, resulting in an 88.0% equity interest for HHC.

Strategic Developments

•

Strategic Developments EBT totaled $190.2 million in 2022, a $106.5 million increase compared to $83.8 million in the prior year primarily due to the timing and mix of condominium sales in Ward Village.

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•

Ward Village contracted to sell 1,055 condo units for a record $1.1 billion and closed on ~~executive compensation voted~~607 condo units generating $677.1 million of net revenue.

•

Delivered Kō'ula® – Ward Village’s sixth condo tower – closing 549 units and generating $619.8 million in ~~support~~net revenue.

•

Launched pre-sales at Ulana and Kalae during the year – contracting to sell 916 units.

•

In 2022, HHC completed construction on 388,000 square feet of office and retail space and 830 multi-family units across several MPCs including The Woodlands, Bridgeland, Downtown Columbia, Summerlin, and Ward Village, which are expected to generate incremental Operating Assets NOI of $24.7 million upon stabilization.

Seaport

•

Seaport revenue of $88.5 million increased 61% compared to 2021 driven by a nearly 50% increase in foot traffic at Pier 17, higher demand at all managed restaurants, a longer summer concert series, and increased private events.

•

The 2022 summer concert series was the most successful to date and included 60 shows that sold over 188,000 tickets, representing over 90% of available ticket inventory. Pier 17 was recently rated the #1 Top Outdoor Music Venue in New York City by Red Bull and the #3 Top Club Worldwide by Pollstar.

•

HHC signed a 15-year, 46,000-square-foot lease with Alexander Wang at the Fulton Market Building, bringing the building to 100% leased.

•

Celebrated the grand opening of the Tin Building by Jean-Georges in September. After successful hiring efforts during the fourth quarter, the marketplace commenced seven-days-per-week operations in December.

•

Acquired a minority stake in Jean-Georges Restaurants for $45.0 million and purchased a $10.0 million warrant for the option to acquire additional ownership interest at a later date.

* See Annex A for reconciliations of Non-GAAP measures.

2022 Compensation Highlights

Our 2022 financial performance, along with the individual performance of our NEOs, served as key factors in determining compensation for 2022 and executing on other compensation practice initiatives, including as follows:

	Compensation Practice			Rationale for Practice
	• We generally make annual long-term equity incentive awards, 50% of which are performance-based.			• We tie a significant portion of compensation to long-term performance.
	• Majority of annual compensation for our NEOs is tied to incentive compensation.			• Our NEOs have an annual performance-based incentive compensation opportunity that is recalibrated each year to ensure alignment with our compensation objectives.

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Compensation and Governance Best Practices

The Compensation Committee regularly reviews best practices in governance and executive ~~compensation program.~~compensation. The ~~compensation committee considered~~Company’s current best practices and policies include the following:

	What We Do
	✓			Align Executive Compensation with Company Performance. We tie a majority of executive pay to fully at risk, performance-based cash awards and long-term equity awards.
	✓			Apply Multi-Year Vesting to Equity Incentive Awards. Under our long-term equity incentive program, time-based awards generally vest ratably over three years (five years prior to 2022) following the date of grant and performance-based awards generally vest at the end of three years (five years prior to 2022), subject to the satisfaction of total stockholder return thresholds.
	✓			Provide Double-Trigger Severance Benefits. In the event of a change of control, equity award vesting is provided to our NEOs only in the event of a qualifying termination following the change of control. Equity awards do not vest solely in connection with a change of control.
	✓			Allow Clawbacks. Our Board has adopted a policy regarding recovery of incentive awards for fiscal years for which financial results are later restated, which may include reimbursement of any bonuses paid and recovery of profits received during the applicable period under any equity compensation awards.
	✓			Impose Stock Ownership Guidelines. Our Compensation Committee has adopted stock ownership guidelines for our CEO, President, CFO and Senior Executive Vice President, Secretary & General Counsel, which require such executive officers to accumulate and hold a meaningful level of stock in the Company.
	✓			Conduct Annual Risk Review. Our Compensation Committee conducts an annual review of the Company’s compensation programs to confirm that there are no compensation-related risks that are reasonably likely to have a material adverse effect on the Company.
	✓			Retain an Independent Compensation Consultant. Our Compensation Committee retains an independent compensation consultant to advise on our executive compensation programs.
	✓			Provide Limited Perquisites. We provide limited perquisites to our NEOs.
	✓			Offer Broad-Based Benefits. Our NEOs are eligible for the same health and retirement benefits as other full-time employees.
	✓			Use Peer Group Evaluation. We evaluate our compensation peer groups periodically to align with investor expectations and changes in the Company’s business.
	✓			Conduct an Annual Say-on-Pay Vote. We conduct an annual say-on-pay vote to better understand investor sentiment toward our executive compensation program.

	What We Don’t Do
				No Excise Tax Gross-Ups. We do not make tax gross-up payments to executive officers.
				No Supplemental Retirement Benefits. We do not provide supplemental executive officer retirement benefits.
				No Hedging or Pledging. We do not permit hedging or pledging of equity by our executive officers.
				No Repricing. Our equity plan prohibits repricing or the buyout of underwater stock options without stockholder approval.
				No Discount Options. Our equity plan prohibits granting stock options with a grant price less than the fair market value of our common stock on the date of the grant.

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Compensation Philosophy and Objectives

	We Strive to Attract, Incentivize and Retain Talented Individuals.			We pay competitively.
	It is imperative that we attract, incentivize and retain individuals in executive positions whose skills, business experience and acumen are critical to the current and long-term success of the Company.			We pay competitively to provide a target compensation opportunity that will attract, motivate and retain our talented core of executives who drive our success. The compensation program is designed to give the Company a competitive advantage relative to the compensation provided by peer group companies with which we compete for qualified executive talent. The Compensation Committee also seeks to retain executives through the phases of the cycle of the real estate market by keeping compensation competitive during times of growth as well as contraction, reflecting the long-term nature of successful real estate development businesses. While peer group companies and competitive survey data provide a beginning reference point and inform decisions on the range of compensation opportunities, it is just one of many factors the Compensation Committee considers in setting pay. For example, the Compensation Committee recognizes that talent competitors for our NEOs include high-paying private real estate development companies, high paying private equity firms and real estate opportunity funds, in addition to our more conventional public company peers. Also, several of our peers are real estate investment trusts (“REITs”) whose operations directly compare to our operating assets segment only and not to our master planned community segment or strategic development segment. Ultimately, the Compensation Committee retains flexibility to adjust executive compensation based on our objectives of building our Company and creating stockholder value.
				Retention is a key objective of the compensation program.
				Because the implementation of the Company’s business strategy requires long-term commitments on the part of our NEOs, and because competition for top talent is intense in the Company’s industry, retention of our talented core of executives is a key objective of the compensation program.

	We Pay for Performance.			We reward attainment of established goals.
	We firmly believe that pay should be tied to performance. Superior performance enhances stockholder value and is a fundamental objective of the Company’s compensation program.			The compensation program is designed to reward our NEOs for attaining established goals that require the dedication of their time, effort, skills and business experience to drive the success of the Company and the maximization of stockholder value.
				Performance-based annual incentive compensation is a key component of our compensation program.
				For fiscal 2022, annual performance is rewarded through annual incentive awards and is based on the Company’s operational performance and financial results and the individual NEO’s contribution to those results. NEO performance is judged against specific, predetermined financial and strategic goals established by the Compensation Committee. In addition, 25% of the annual incentive award is based on a subjective performance evaluation.

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Compensation Discussion and ~~believes~~Analysis

	We Align Pay to Business Objectives and Long-Term Strategy.			We grant long-term equity incentive awards under our equity incentive program.
	The compensation program is designed to reward and motivate our NEOs’ Company-wide performance and, as described below, individual performance in attaining business objectives and maximizing stockholder value. Compensation decisions are based on the principle that the long-term interests of our NEOs should be aligned with those of our stockholders.			We use equity incentive awards as a recruitment and retention incentive and to align the interests of our NEOs with stockholder interests. Performance is a key component of our long-term equity incentive program. The Compensation Committee did not grant long-term equity incentive awards to Messrs. O’Reilly and Cross in fiscal 2022 because it determined that awards granted in prior years provided sufficient alignment at the time. Prior to 2022, the Compensation Committee used absolute cumulative total stockholder return as the sole metric for the performance-based component of our annual long-term equity awards. In 2022, the Compensation Committee used relative cumulative compounded annual total stockholder return. Since March 2023, the Compensation Committee uses net asset value growth, which we believe will continue to provide a meaningful link between compensation and stockholder value.

NEO PERSONAL INVESTMENT IN HOWARD HUGHES

Our NEOs have a significant ownership stake in the ~~results affirm stockholder approval~~Company, as described under “Security Ownership of Directors, Executive Officers and Certain Beneficial Holders.” Messrs. O’Reilly, Cross and Olea are also (and, prior to March 31, 2023, Mr. Riley was) subject to the stock ownership requirements described below under “Other Components of Compensation – Stock Ownership Guidelines” to further encourage the alignment of their interests with our ~~executive compensation program.~~

stockholders.

ROLES AND RESPONSIBILITIES

Role of Compensation Committee ~~in Establishing~~

The Compensation

~~The compensation committee~~ Committee administers our executive compensation programs. The role of the ~~compensation committee~~Compensation Committee is to review and approve the compensation ~~to be~~ paid to our NEOs and certain other executive officers ~~including~~of the ~~Named Executives,~~Company, and to review the compensation policies and practices for all of our employees to verify that ~~they~~the policies and practices do not create unreasonable risks for the Company.

In ~~setting~~establishing compensation for ~~executive officers,~~NEOs, the ~~compensation committee~~Compensation Committee considers, among other things, recommendations by ~~management~~our CEO and aour compensation consultant, and the compensation of similarly situated executives ~~in comparable business.~~of peer companies. In addition, the ~~compensation committee~~Compensation Committee, with the assistance of management, ~~annually~~ reviews total compensation paid to ~~the~~certain other executive officers annually, including long-term ~~incentive~~equity awards.

~~In 2015, the compensation committee reviewed the~~

The Compensation Committee reviews internal evaluations of the ~~Named Executives~~NEOs and certain other executive officers and ~~the~~ market data provided by management and its compensation consultant, Meridian Compensation Partners, ~~("Meridian"~~LLC (“Meridian”) ~~as discussed further below.~~. The ~~compensation committee~~Compensation Committee believes that ~~the 2015~~NEO compensation for ~~the Named Executives~~2022 reflects an appropriate allocation of compensation between salary, annual incentive compensation ~~(annual bonus for Mr. Curry)~~ and long-term equity compensation.

~~In 2015, the compensation committee engaged Meridian.~~

The ~~scope of Meridian's work includes the following items in connection with 2015 compensation:~~

•: ~~providing the compensation committee with~~Compensation Committee reviews and approves corporate goals and objectives relevant ~~market data;~~
•: ~~updating the compensation committee on related trends and developments;~~
•: ~~advising the compensation committee on program design; and~~
•: ~~providing input on compensation decisions for executive officers.~~

~~Meridian provides no other services directly~~ to the ~~Company~~CEO’s compensation, evaluates his performance in light of those goals and ~~no conflicts of interest exist between the Company~~objectives and ~~Meridian.~~

~~In addition, in part by evaluating information provided to it by Meridian, the~~determines and approves his compensation committee determined payouts of annual incentive compensation to the Named Executives (except Mr. Curry) for 2015 performance above the contractual amounts provided for in the Named Executives' employments agreements. For more information regarding annual incentive compensation, see "Compensation Discussion and Analysis—Annual Incentive Compensation."

level based on this evaluation.

Role of Executive Officers ~~in Establishing Compensation~~

Our ~~Chief Executive Officer~~CEO makes compensation recommendations for the ~~Named Executives~~other NEOs to the ~~compensation committee (except with respect to his own compensation).~~Compensation Committee. Additionally, management provides financial and compensation data to the ~~compensation committee~~Compensation Committee for its review in setting compensation and gives guidance as to how the data impacts performance goals set by the ~~compensation committee.~~Compensation Committee. This data includes:

•

our financial performance for the current year compared to the preceding year;

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•

performance evaluations of the ~~Named Executives~~NEOs (other than ~~Chief Executive Officer, who is evaluated by~~ the ~~compensation committee);~~CEO) including experience, prior performance and

anticipated future performance;

•

industry-wide business conditions; and

•

total compensation provided to the ~~Named Executives~~NEOs in previous years.

~~Table~~

Role of ~~Contents~~

~~In addition,~~Compensation Consultant

The scope of Meridian’s work included the ~~Chief Executive Officer may recommend discretionary bonuses~~following items in connection with 2022 compensation:

•

providing the Compensation Committee with relevant market data;

•

updating the Compensation Committee on related trends and developments; and

•

providing input on compensation decisions for the ~~Named Executives (other than himself)~~NEOs as requested by the Compensation Committee.

Meridian is independent and provides no services directly to the ~~compensation committee when deemed appropriate~~Company and ~~provide~~no conflicts of interest exist between the compensation committee with his rationale for the recommended bonus amounts. Given the day-to-day familiarity that the Chief Executive Officer has with the work performed by the Named Executives, the compensation committee values his recommendation; however, the compensation committee makes all final decisions as the to the compensationCompany and Meridian.

RISK ASSESSMENT

The Compensation Committee’s annual review and approval of the ~~Named Executives.~~

~~Market Review~~

Company’s compensation strategy includes a review of compensation-related risk. In ~~2015,~~this regard, the Compensation Committee annually considers the relationship between the Company’s overall compensation ~~committee~~policies and practices for employees, including executive officers, and risk, including whether such policies and practices give rise to risks that would be reasonably likely to have a material adverse effect on the Company. Based on this review in 2022, the Compensation Committee concluded that there are no compensation-related risks that are reasonably likely to have a material adverse effect on the Company.

MARKET REVIEW AND COMPENSATION PEER GROUP

For 2022 NEO performance, the Compensation Committee compared our executive compensation program with competitive market information regarding salary and incentive awards and programs. The purpose of this analysis is to provide a ~~frame of~~beginning reference point in evaluating the reasonableness and competitiveness of our executive compensation within the real estate development and operating industry and to ensure that our compensation program is generally comparable to companies of similar size and scope of operations.

Market pay levels are obtained from various sources, including published compensation surveys and information taken from SEC filings of ~~a number of similarly situated~~14 public companies recommended by Meridian and approved by the Compensation Committee. The Compensation Committee also considers compensation paid at private real estate and investment companies and larger real estate companies as ~~compiled by Meridian.~~additional context but does not benchmark NEO compensation against them. The following companies ~~comprised~~constituted the ~~comparator~~peer group ~~adopted by~~for purposes of reviewing and considering the 2022 compensation ~~committee:~~

decisions approved for our NEOs:

Peer Group

• Beazer Homes USA, Inc.	• Federal Realty Investment Trust	• Pebblebrook Hotel Trust
• ~~Alexandria & Baldwin~~ Camden Property Trust	• Hudson Pacific Properties, Inc.	• ~~Brandywine~~ Regency Centers Corporation
• Duke Realty ~~Trust~~ Corporation	• ~~Cousins Properties~~ • ~~D R Horton Inc.~~ • ~~Essex Property Trust~~ • ~~Forest City Enterprises, Inc.~~ • Kilroy Realty Corporation • ~~Lennar Corp~~	• ~~Lexington Realty Trust~~ Toll Brothers, Inc.
• Brixmor Property Group Inc.	• Meritage Homes Corporation	• UDR, Inc.
• Cousins Properties Incorporated	• Mid-America Apartment Communities, • ~~NVR~~ Inc. • ~~PulteGroup Inc.~~ • ~~Regency Centers Corporation~~ • ~~The St. Joe Company~~ • ~~Toll Brothers Inc.~~

~~During 2015,~~

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The peer group consists of the same companies reviewed in 2021, with the exceptions of: (i) the removal of Weingarten Realty Investors, which was acquired by Kimco Realty Corp.; and (ii) the additions of (a) UDR, Inc., (b) Brixmor Property Group Inc., (c) Cousins Properties Incorporated, and (d) Hudson Pacific Properties, Inc. Duke Realty Corporation was acquired by Prologis, Inc. in October 2022; however, 2022 pay disclosures were available and were used by Meridian ~~to undertake a comprehensive analysis to identify comparable companies that more accurately represent our business activities. The Compensation Committee adopted a new comparator group~~in its benchmarking analysis.

EMPLOYMENT AGREEMENTS

Each of Messrs. O’Reilly, Cross, Olea and ~~assessed performance against the new group in determining the amount of annual incentive payouts to the Named Executives in 2015. Please see page 46 for more information.~~

~~Employment Agreements~~

~~In November 2010, the Company entered into~~Riley have employment agreements with ~~Mr. Weinreb, in connection with his appointment as Chief Executive Officer of the Company, and Mr. Herlitz, in connection with his appointment as President of~~ the Company. The Company also entered into employment agreements with Mr. Richardson, in connection with his appointment as Chief Financial Officer of the Company in March 2011, and Mr. Riley, in connection with his appointment as Senior Vice President, Secretary and General Counsel of the Company in April 2011. These agreements provide for a minimum annual base salary, target annual incentive compensation ~~opportunities~~ under plans approved by the ~~compensation committee,~~Compensation Committee, as well as severance and other ~~limited~~ benefits. The ~~compensation committee~~Compensation Committee approved the terms of ~~these~~the employment agreements based upon (a) its assessment of the terms necessary to ~~attract~~retain highly qualified executives, ~~to a new company,~~ and (b) ~~arm's length~~arm’s-length negotiations with each of these executives. Mr. Scherl’s served as the Company’s President – New York Tristate Region through the end of 2022 pursuant to certain letter agreements entered into by the Company and Mr. Scherl. Following the completion of Mr. Scherl’s service as President – New York Tristate Region, the Company entered into a new letter agreement with Mr. Scherl in order to retain him in the role of Senior Advisor in connection with the Company’s ongoing development in the Seaport District through at least June 30, 2023. For a description of the material terms of these employment agreements and employment arrangements, see ~~"Executive Compensation—~~“Executive Compensation – Employment ~~Agreements."~~

Agreements and Arrangements with the NEOs.”

~~Table~~Key Elements of ~~Contents~~

Executive Compensation Program

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

Element	Form	Objectives and Basis
Base Salary	Cash	• Attract and retain highly qualified executives to drive our success
Annual Incentive	Cash	• Drive Company and segment results
Compensation		• Actual payout determined by the Compensation Committee based on the achievement of specific financial and operational goals and objectives established by the Compensation Committee during the first quarter of each calendar year
Long-Term Equity	Annual Restricted Stock Grants (time-based and performance-based vesting)	• Drive Company performance
Incentive		• Align interests of executives with those of our stockholders
		• Retain executives through long-term vesting
		• Provide stockholder-aligned wealth accumulation opportunities
Deferred Compensation	401(k) plan, non-qualified deferred compensation plan	• Provide tax-deferred methods for general savings and retirement

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Analysis

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

2022 ANNUAL COMPENSATION MIX

Consistent with the Compensation Committee’s compensation philosophy and objectives, the following sets forth the 2022 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.

	Key Responsibilities
David O’Reilly Chief Executive Officer	Our Chief Executive Officer is responsible for managing our business operations and overseeing the senior members of our management team. He leads the implementation of corporate strategy and is the primary liaison between our Board and the management of our firm. He also serves as the primary public figure of the Company.
	Key 2022 Performance Achievements
	• Led Company through a strong 2022, delivering robust results across all segments. • Oversaw capital markets strategy and financing efforts, in addition to helping to implement a buyback program whereby the Company repurchased approximately 4.3 million shares of Common Stock for $388.4 million. • Drove substantial completion of the Company’s sale of non-core assets, including the sale of the Company’s ownership interest in 110 North Wacker for net proceeds of approximately $168.9 million.
	Compensation Decisions
	Base Salary	$750,000
	Annual Incentive Compensation	$1,800,000
	Long-Term Equity Incentives	$–

	Key Responsibilities
L. Jay Cross President	Our President is responsible for overseeing our portfolio of master planned communities and mixed-use developments.
	Key 2022 Performance Achievements
	• Helped further develop strong regional leadership teams, including the setup of the Company’s new Arizona office. • Continued to implement improvements across the entire portfolio and develop a new pipeline of development projects across the entire portfolio. • Led team that helped the Company achieve significant improvements to its Environmental, Sustainability and Governance (ESG) efforts. • Continued to be integrally involved in a number of key new hires across the Company.
	Compensation Decisions
	Base Salary	$750,000
	Annual Incentive Compensation	$2,340,000
	Long-Term Equity Incentives	$–

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	Key Responsibilities
Carlos Olea Chief Financial Officer	Our Chief Financial Officer is responsible for overseeing the company's investment, accounting and financial strategy, and working with the executive team to unlock meaningful long-term value across the Company's portfolio.
	Key 2022 Performance Achievements
	• Key involvement in critical Company areas, including capital markets, cash flow, liquidity and other financial matters. • Oversaw strategy that led to the Company ending 2022 with a strong balance sheet with minimal debt maturing over the next two years. • Continued to improve the Company’s investor communications and relations strategy and outreach.
	Compensation Decisions*
	Base Salary	$500,000
	Annual Incentive Compensation	$900,000
	Long-Term Equity Incentives	$313,310
	* Mr. Olea was promoted to Chief Financial Officer effective January 12, 2022.

	Key Responsibilities
Peter F. Riley Former Senior Executive Vice President, General Counsel & Secretary	Mr. Riley served as our Senior Executive Vice President, General Counsel & Secretary during all of 2022 and through March 31, 2023. In that role he managed business and legal aspects of complex transactions, particularly in the negotiation of critical contracts. He also participated in the development of corporate policies, procedures and programs, and provided counsel and guidance on various legal matters. Mr. Riley also led the operations of the Company’s minor league baseball team, the Aviators, located in the Summerlin MPC. As previously noted, Mr. Riley’s employment is being terminated without cause effective May 30, 2023.
	Key 2022 Performance Achievements
	• Continued to lead the Company’s Legal Department in drafting, negotiating and finalizing contracts on a timely basis, including the Legal Department’s involvement with construction financings. • Continued to excel by providing the Company with sound legal advice and strategies.
	Compensation Decisions
	Base Salary	$577,500*
	Annual Incentive Compensation	$992,712
	Long-Term Equity Incentives	$795,710
	* Mr. Riley’s base salary in 2022 was prorated between (1) $550,000, his base salary prior to November 6, 2022, and (2) $577,500, his base salary since November 6, 2022.

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	Key Responsibilities
Saul Scherl Former President, New York Tri-State Region, Senior Advisor	Our Former President, New York Tri-State Region was primarily responsible for overseeing the Seaport District, which notably includes Pier 17, the Tin Building and 250 Water Street. Mr. Scherl currently serves as Senior Advisor, Seaport, and will serve in that role until at least June 30, 2023.
	Key 2022 Performance Achievements
	• Continued to lead the Company’s planned 250 Water Street development project at the Seaport. • Led the successful effort to open the Tin Building.
	Compensation Decisions
	Base Salary	$600,000
	Annual Incentive Compensation*	$600,000
	Long-Term Equity Incentives	$2,096,724
	* Mr. Scherl does not participate in the other NEOs’ annual incentive compensation program. For more information, see “2022 Annual Compensation – Annual Incentive Compensation.”

Proxy Statement for the 2023 Annual Meeting of ~~the Company's executive compensation program provide for a combination of fixed~~Stockholders / 57

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Compensation Discussion and ~~variable compensation. As described in more detail below, these components currently are:~~

•: ~~base salary;~~
•: ~~annual incentive compensation;~~
•: ~~long-term incentive compensation;~~
•: ~~broad-based employee benefits; and~~
•: ~~severance benefits.~~

~~Base Salary.~~Analysis

BASE SALARY

The ~~minimum~~Compensation Committee determines the annual base salary for each ~~of the Company's executive officers is set forth in his employment agreement with the exception of Mr. Curry who does not have an employment agreement. Future~~NEO. Any increases in base salary are expected to be determined on the basis of ~~management~~scope of responsibilities, level of experience and ~~tenure~~sustained performance with the Company, as well as internal and market comparisons. In setting base salaries for ~~executive officers,~~ the ~~compensation committee will seek~~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 ~~named executives at~~NEOs as of December 31, ~~2015~~2021 and 2022 (or, in the case of Ms. Loeffler, as of her last date of employment with the Company) were as follows:

Name

Title

2021 Base Salary
($)

2022 Base Salary
($)

Base Salary
Change

David O’Reilly

Chief Executive Officer

750,000

No Change

L. Jay Cross

President

750,000

No Change

Carlos A. Olea

Chief Financial Officer

–

500,000

Peter F. Riley

Former Senior Executive Vice President,
General Counsel & Secretary

550,000

577,500

27,500**

Saul Scherl

Former President, New York Tri-State
Region

600,000

No Change

Correne Loeffler

Former Chief Financial Officer

500,000

No Change

~~Name~~	~~Title~~

~~David Weinreb~~	~~Chief Executive Officer~~	~~1,000,000~~
~~Grant Herlitz~~	~~President~~	~~750,000~~
~~Andrew Richardson~~	~~Chief Financial Officer~~	~~500,000~~
~~Peter Riley~~	~~Senior Vice President, Secretary and General Counsel~~	~~500,000~~
~~Christopher Curry~~	~~Senior Executive Vice President~~	~~500,000~~

~~Annual Incentive Compensation.~~

Amount shown is Mr. Olea’s base salary effective January 12, 2022, upon his promotion to Chief Financial Officer. For more information, see “Employment Agreements with the NEOs – Carlos Olea.”

Mr. Riley’s base salary increased effective November 6, 2022, in accordance with the terms of his employment agreement. For more information, see “Employment Agreements with the NEOs – Peter Riley.”

ANNUAL INCENTIVE COMPENSATION

The ~~compensation committee~~Compensation Committee believes that annual incentive compensation is a key element of the total compensation for our ~~Named Executives.~~NEOs. The ~~compensation committee~~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 ~~an executive officer~~the NEOs to achieve the ~~Company's~~Company’s financial and operational objectives, thereby enhancing stockholder value.

The employment agreements ~~for~~with each of our ~~Named Executives~~NEOs provide that each officer is eligible to receive an annual incentive ~~compensation based upon achievement~~award. The target amount of ~~performance measures and objectives to be established by~~each annual incentive award is set forth in the ~~compensation committee. Mr. Curry does not have an~~NEO’s employment agreement ~~and is not eligible for the annual incentive compensation described below.~~or letter agreement, as applicable. The annual incentive compensation opportunity for ~~achievement of:~~

each of the NEOs under their current respective employment agreements with the Company is set forth below, other than: (i) Ms. Loeffler, who served for only part of 2022 and whose employment with the Company was terminated effective as of January 12, 2022; and (ii) Mr. Scherl, whose service as the Company’s President – New York Tri-State Region ended concurrently with the expiration of his prior employment agreement with the company on December 31, 2022.

David O’Reilly

•

Target annual bonus of $1,500,000 (ranging as applicable from a threshold ~~level~~value of ~~performance is equal to:~~

•: ~~50%~~80% of ~~the annual base salary of each of Messrs. Weinreb and Herlitz,~~
•: ~~60% of the annual base salary for Mr. Richardson, and~~
•: ~~40% of the annual base salary for Mr. Riley;~~

a target ~~level of performance is equal to:~~

•: ~~150% of the annual base salary for Mr. Weinreb;~~
•: ~~100% of the annual base salary of each of Messrs. Herlitz and Richardson; and~~

~~Table of Contents~~

•: ~~60% of the annual base salary for Mr. Riley;~~

to a maximum ~~level~~value of ~~performance is equal to:~~

•: ~~200%~~120% of ~~the~~target).

L. Jay Cross

•

Target annual ~~base salary for Mr. Weinreb;~~

•

~~150%~~bonus of ~~the annual base salary for Mr. Herlitz;~~

•

~~140%~~$1,950,000 (ranging as applicable from a threshold value of ~~the annual base salary for Mr. Richardson, and~~

•

80% of ~~the~~target to a maximum value of 120% of target).

Carlos A. Olea

•

Target annual ~~base salary for Mr. Riley.~~

~~Annual incentive compensation payments are made pursuant~~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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Compensation Discussion and ~~Restated 2010~~Analysis

Peter F. Riley

•

Target annual bonus of $800,000 increasing to $840,000 effective November 6, 2022, on a prorated basis for 2023 (ranging as applicable from a threshold value of 60% of target to a maximum value of 140% of target).

David O’Reilly; L. Jay Cross; Carlos Olea; and Peter Riley – 2022 Annual Incentive ~~Plan (the "Incentive Plan") and are contingent upon the achievement of pre-established performance goals relating to an objective minimum performance measure~~

The metrics approved under our 2022 annual incentive program applicable to ~~all eligible Named Executives~~Messrs. O’Reilly, Cross and ~~the results of a subjective evaluation~~Riley were directly linked to our operating performance, with 75% of the ~~individual performance of each eligible Named Executive. The compensation committee establishes annually a cash bonus pool for the Named Executives eligible for~~ annual incentive compensation. The compensation committee's pre-approved payment formula generally determines the size of the bonus for each Named Executive participant as a percentage of the cash bonus pool, subject to the discretion of the compensation committee. In the event that the Company does not achieve the pre-established objective minimum performance measure, then no annual incentive compensation will be paid to the eligible Named Executives. The individual performance goals for each eligible Named Executive are established by the compensation committee, upon consultation with Mr. Weinreb, and communicated to each eligible Named Executive in the first quarter of each fiscal year.

The compensation committee established an objective minimum performance measure for the 2015 annual incentive compensation plan of at least $350,000,000 of consolidated gross revenues, which represents a 16.6% increase over same measure established by the compensation committee for the 2014 fiscal year. The Company's consolidated gross revenues exceeded $350,000,000 in fiscal 2015 and the bonus pool for the incentive compensation plan was funded. The compensation committee selected consolidated gross revenues as the objective minimum performance measure because it believes that such metric accurately indicates the growth and performance of the Company in this stage of its development. The compensation committee used its downward discretion and awarded bonuses for each Named Executive participant from the bonus pool in an amount less than the participant's full bonus amount, but in excess of the contractual maximum amountearned based on ~~the Company's~~ achievement of the ~~milestones~~goals described in the ~~section entitled "Business Highlights" above~~table below, and ~~its overall evaluation~~the remaining 25% based on individual performance as evaluated by the Compensation Committee. For 2022, 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 Riley:

Financial Metric	Target			Actual			Percentage Achieved
Operating Assets NOI(1)(2)		$	217,778,765		$	224,704,471		103.2%
MPC Earnings Before Taxes (MPC EBT)(1)		$	244,719,046		$	282,987,478		115.6%
Condo Profit(1)		$	199,993,079		$	195,808,000		97.9%

	Financial Metric			Target						Actual						Favorable/ (Unfavorable)
	Achieve Budgeted Corporate Cash G&A(1)(2)				$	75,000,000					$	74,117,000						1.2%

Strategic Goals	Actual	Percentage Achieved
Successfully open the Tin Building	Executed grand opening of Tin Building in Spring 2022.	90%
Deliver strategic development on-time and on-budget	Delivered six new development projects in 2022, including Starling at Bridgeland, 1700 Pavilion, two medical office buildings in The Woodlands, and completion of the Ko’ula condominium tower in Ward Village.	120%
Improve organizational ESG and DEI metrics	Conducted climate risk analyses and established mitigation guidelines; exceeded GRESB goals; received Energy Star labels for 16 of our assets; continued improvements to efforts to support growth across local and minority-owned businesses.	110%

(1)

Annex A includes (i) our Segment Operating Results as reported in our Form 10-K for fiscal 2022; (ii) a reconciliation of Operating Assets segment EBT to Operating Assets NOI as reported in our Form 10-K for fiscal 2022, which differs from these compensation financial measures and is reconciled on Annex B; (iii) Condominium Profit; and (iv) Corporate Cash G&A.

(2)

Annex B includes reconciliations of the ~~individual~~Operating NOI used to measure performance ~~of each eligible Name Executive based upon other factors considered by~~compensation to the Operating Assets NOI as reported in our Form 10-K for fiscal 2022 and Corporate Cash G&A used to measure performance compensation ~~committee.~~

~~Such factors included:~~

•: ~~achieving certain leasing targets for Downtown Summerlin;~~
•: ~~substantial completion of~~to the ~~new Pier 17 structure and advancement of the redevelopment of the South Street Seaport;~~
•: ~~advancing the development of The Summit~~Cash G&A reported in ~~Summerlin;~~
•: ~~managing the construction of Waiea and Anaha for on time and on budget delivery;~~
•: ~~completion of The Woodlands Waterway Square Hotel;~~
•: ~~increasing the cash flow of the Company; and~~
•: ~~achieving certain 2015 strategic objectives.~~

our Fourth Quarter 2022 Supplemental Information.

~~Table of Contents~~

Additionally, when using its downward discretion in determining annual incentive compensation payouts, the compensation committee adopted a new comparator group and assessed Company performance against this new group. This new group includes:

•

~~Alexandria & Baldwin, Inc.~~

•

~~Beazer Homes USA, Inc.~~

•

~~Camden Property Trust~~

•

~~Duke Realty Corporation~~

•

~~Federal Realty Investment Trust~~

•

~~Forest City Enterprises, Inc.~~

•

~~Kilroy Realty Corporation~~

•

~~Meritage Homes Corporation~~

•

~~Pebblebrook Hotel Trust~~

•

~~Post Properties, Inc.~~

•

~~Regency Centers Corporation~~

•

~~Taubman Centers, Inc.~~

•

~~Toll Brothers Inc.~~

•

~~Weingarten Realty Investors~~

~~In determining the amount of annual incentive payouts~~

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Compensation Discussion and Analysis

The Compensation Committee chose these measures because we believe that they motivate our NEOs to drive Company growth and to execute on our business plan.

With respect to performance for fiscal 2022, the Compensation Committee considered that the ~~challenges presented by~~Operating Assets NOI and MPC EBT performance goals were achieved, and the ~~declining macroeconomic environment~~extent to which the actual results exceeded the goals. The Compensation Committee considered that the Tin Building was successfully opened to the public in ~~Houston, including~~ the ~~slowing land sales there, as well as management's achievements in 2015.~~spring of 2022, a significant milestone for the Seaport, and that while the Tin Building initially opened at limited capacity, the building has been fully opened since late November 2022 to many favorable reviews. The Compensation Committee also considered that, with respect to budgeted corporate cash G&A, the result was ~~a decrease~~excellent, particularly in light of ~~20-25% in~~challenges such as volatile material pricing and supply chain disruptions. The Compensation Committee also considered that the 25% subjective individual performance portion of Messrs. O’Reilly’s, Cross’s, Olea’s and Riley’s annual incentive ~~compensation paid~~bonuses were achieved substantially in excess of what the Compensation Committee considers a normal “target” for individual performance.

Therefore, the Compensation Committee believed it was appropriate to award each of Messrs. ~~Weinreb, Herlitz~~O’Reilly, Cross, Olea and ~~Richardson, compared to 2014. Due to management's strong overall accomplishments in 2015, the~~Riley annual incentive ~~compensation paid~~awards equal to ~~the Named Executives still exceeded the contractual maximum level~~120% of their respective target bonus opportunities. Accordingly, for ~~annual incentives in the following amounts: $1,750,000 for~~fiscal 2022 performance: Mr. ~~Weinreb, $1,275,000 for Mr. Herlitz, $500,000 for Mr. Richardson and $350,000 for Mr. Riley.~~

~~The following table sets forth the~~O’Reilly received an annual ~~incentive~~ cash bonus ~~approved for the participants~~$1,800,000; Mr. Cross received an annual cash bonus of ~~the plan in 2015:~~

Name
Annual
Incentive
Compensation
Award($) % of 2015
Base Salary
David R. Weinreb
3,750,000 375
Grant Herlitz
2,400,000 320
Andrew Richardson
1,200,000 240
Peter Riley
750,000 150
Christopher Curry(1)
500,000 100

$2,340,000; Mr. Olea received an annual cash bonus of $900,000; and Mr. Riley received an annual cash bonus of $992,712.

~~(1)~~: Saul Scherl – 2022 Annual Incentive; Unrestricted Stock Award

Mr. ~~Curry~~Scherl does not participate in the ~~Company's~~same annual cash bonus program as described above. Instead, Mr. Scherl participates in the Company’s general annual incentive ~~compensation program. As~~plan in which all corporate employees 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 2022, Mr. Scherl was awarded a ~~result,~~cash bonus in his target amount of $600,000. This amount is reflected in the ~~compensation committee determined that~~“Bonus” column of the “Summary Compensation Table” below.

Under Mr. ~~Curry is~~Scherl’s prior March 2021 employment agreement with the Company (which was in effect through December 31, 2022), Mr. Scherl was eligible to receive a stock award with an ~~annual bonus award. The amount~~issue date of ~~Mr. Curry's bonus was determined~~December 31, 2022 in a value of up to $1,500,000 upon the achievement performance goals to be established by the ~~compensation committee,~~Compensation Committee. On January 26, 2022, the Compensation Committee granted to Mr. Scherl a $1,500,000 unrestricted stock award in ~~accordance with~~full satisfaction of the ~~Company's general compensation policies.~~

~~Long-Term Incentive Compensation.~~foregoing. The ~~Incentive Plan~~Compensation Committee granted the award based on Mr. Scherl’s significant contributions to the Seaport and the Company’s progress through that date.

LONG-TERM EQUITY INCENTIVES

Our long-term equity incentive program is designed to attract, retain and motivate officers, employees, ~~non-management~~non-employee directors and consultants of the Company and its subsidiaries, as well as promote the success of the ~~Company's~~Company’s business by providing participants with appropriate incentives.

The ~~Incentive Plan is administered by the compensation committee. The maximum number~~table below provides a breakdown of shares of Company common stock that may be issued pursuant to awards under the Incentive Plan is 3,698,050 shares. The maximum number of shares that may be awarded to any participant in a fiscal year is 200,000 shares.

~~Table of Contents~~

~~The Incentive Plan permits the following types of awards:~~

•: ~~stock options;~~
•: ~~restricted stock;~~
•: ~~stock appreciation rights;~~
•: ~~awards that vest, in whole or part, by reference to the fair market value of Company common stock, including~~ restricted stock ~~units~~awards granted to Messrs. Olea, Riley and ~~other phantom shares; and~~
•: ~~awards intended to constitute "qualified performance-based compensation."~~

~~The compensation committee determines~~Scherl in 2022, which are further explained in the ~~exercise price of~~narrative following the table. Ms. Loeffler did not receive any stock options ator restricted stock awards for 2022 in light of her departure from the ~~time~~Company. In connection with Mr. O’Reilly’s elevation to CEO and the hiring of Mr. Cross, in late 2020 those two executives each received special off-cycle long-term equity incentive grants. In view of their overall equity incentive holdings during 2022, the Compensation Committee determined not to grant ~~but the exercise price may not be less than 100%~~additional awards to them as part of the ~~fair market value~~Company’s normal 2022 annual grant cycle; Messrs. O’Reilly and Cross each did receive an annual long-term equity incentive award as part of ~~a share on~~ the ~~date of grant.~~

Company’s normal 2023 annual award cycle.

Name of Executive Officer	Performance- Based Shares (#)		Time- Based Shares (#)		Total (#)
Carlos Olea (Annual Grant)		1,688		1,688		3,376
Peter Riley (Annual Grant)		4,287		4,287		8,574
Saul Scherl (Annual Grant)		3,215		3,332		6,547

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Compensation Discussion and Analysis

Restricted Stock Grants

The Company believes that restricted stock ~~provides~~grants provide a long-term ~~incentive~~equity opportunity that is both competitive in the real estate industry and serves as a retention tool. ~~In addition,~~The grants are evenly divided between performance and time vesting shares. 50% of the restricted stock granted prior to February 2022 to each ~~Named Executive cliff-vests~~NEO under our general annual equity award program is eligible to cliff-vest after five years ~~only~~ upon the achievement of ~~a minimum~~specified cumulative total ~~shareholder~~stockholder return (“TSR”) growth percentages over the same period. At an 11% cumulative total stockholder return growth over a five-year period, only 30% of the restricted stock granted that is subject to performance-based vesting prior to February 2022 would vest. No such restricted stock subject to TSR-based vesting would vest if our TSR growth rate is below 11% over such five-year period. With respect to restricted stock granted in early 2022 to Messrs. Olea, Riley and Scherl, 50% of such restricted stock is eligible to cliff-vest after three years based on the cumulative compounded annual TSR percentile relative to the TSR of twenty-five (25) other companies. 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~~management’s interest with the long-term performance of the Company.

The ~~table below provides a breakdown~~amount of restricted stock granted in early 2022 to Messrs. Olea, Riley and Scherl 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 2021 performance and the Compensation Committee’s overall evaluation of the ~~restricted stock award~~individual 2021 performance of each eligible NEO, the Compensation Committee determined that each of Messrs. Olea, Riley, and Scherl should receive an annual long-term equity incentive in an amount equal to the ~~Named Executives, other than~~target amounts set forth in their employment agreements (or, for Mr. ~~Weinreb. Mr. Weinreb did not receive any long-term incentive award in fiscal year 2015.~~

Scherl, his March 2021 offer letter).

Name Executive Officer (other than CEO)
Performance-Based
Shares (#) Time-Based
Shares (#) Total Fiscal
2015 Shares
Granted (#)
Grant Herlitz
10,121 10,121 20,242
Andrew Richardson
6,748 6,747 13,495
Peter Riley
3,374 3,373 6,747
Christopher Curry
1,607 1,606 3,213

The performance-based shares ~~granted in 2015 cliff vest~~are eligible to cliff-vest as shown in the table below on December 31, ~~2019; provided, that the Named Executive is employed by the Company continuously for a period of at least forty-eight months from the date of grant and not terminated for cause.~~2024. Vesting is based on the ~~total shareholder return ("TSR") of the Company.~~cumulative compounded annual TSR ~~is calculated using the following formula:~~~~TSR= (Price~~_end~~–Price~~_begin~~+Dividends/Price~~_begin~~). $73.02, the closing price per share~~ of the Company asrelative to the TSR of ~~December 31, 2012, shall be used as the~~~~Price~~_begin ~~for~~ the ~~purpose of calculating TSR. A TSR target is deemed satisfied if the highest 30 trading day~~Comparison Companies (set forth below) over a three-year term. The volume weighted average share price ~~represents a TSR that meets or exceeds such target during the period from January 1, 2019 through December 31, 2019. If a Named Executive is terminated by~~of the Company for ~~any reason, except for cause, after 48 months of employment from December 31, 2014, but prior to~~ the ~~passing of~~last 30 trading days ~~in 2019,~~of 2021 will be used as the ~~Company shall use~~beginning price for calculating TSR. The ending price for calculating TSR will be the volume weighted average share price of the Company for the ~~first~~last 30 trading days of ~~2019 when calculating TSR.~~

2024.

For each award of performance-based shares to Messrs. Olea, Riley and Scherl in February 2022, a TSR percentile is deemed satisfied if the TSR of the Company meets or exceeds such percentile relative to the Comparison Companies on a weighted average basis, in accordance with the vesting schedule below:


Relative Cumulative Compounded Annual Total Shareholder Return		Percentile				Vesting %
	0.00% to ~~120.38%~~ 29.99%			00%	%
~~120.39%~~	30.00% to ~~140.92%~~ 49.99%			2550%	%
~~140.93%~~	50.00% to ~~162.82%~~ 59.99%			50100%	%
~~162.83%~~	60.00% to ~~200.11%~~ 69.99%			75120%	%
~~200.12%+~~	70.00% to 79.99%		~~100~~	%135%
	80.00%+			150%

Share price will be based on the daily closing price of the Company’s common stock as reported in the consolidated transaction reporting system.

~~Table~~

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Compensation Discussion and Analysis

Comparison Companies:

Alexander & Baldwin, Inc.

Brandywine Realty Trust

Hudson Pacific Properties, Inc.

Douglas Emmett, Inc.

Urstadt Biddle Properties Inc.

Kennedy-Wilson Holdings, Inc.

Paramount Group, Inc.

Brixmor Property Group Inc.

Highwoods Properties, Inc.

10.

National Retail Properties, Inc.

11.

Simon Property Group, Inc.

12.

W.P. Carey Inc.

13.

Boston Properties, Inc.

14.

American Assets Trust Inc.

15.

Piedmont Office Realty Trust,
Inc.

16.

Retail Opportunity Investments
Corp.

17.

AvalonBay Communities, Inc.

18.

UDR, Inc.

19.

Mid-America Apartment
Communities

20.

Forestar Group Inc.

21.

Meritage Homes Corporation

22.

Toll Brothers, Inc.

23.

Five Point Holdings, LLC

24.

Beazer Homes USA, Inc.

25.

The St. Joe Company

The time-based shares granted to Messrs. Olea and Riley in ~~2015 cliff~~2022 vest ratably over a three-year period. The first 20% tranche of each time-based award vested on February 22, 2023 (the first anniversary of the date of the grant), and the remaining 20% tranches vest on December 31, ~~2019; provided, that the Named Executive is employed by the Company continuously for a period of at least forty-eight months from~~2023 and December 31, ~~2014 and not terminated for cause.~~

~~In March 2011,~~2024 (in each case, generally subject to continued employment on the ~~Company granted Mr. Richardson an award of 20,000 restricted~~applicable vesting date). The time-based shares of Company common stock in accordance with the terms of his employment agreement. In May 2011, the Company granted Mr. Riley an award of 10,000 restricted shares of Company common stock in accordance with the terms of his employment agreement. Mr. Richardson's shares cliff-vested on March 28, 2016 and Mr. Riley's shares cliff-vest in May 2016. In February 2011, Mr. Curry was granted an option to purchase 100,000 shares of Company common stock at an exercise price of $57.77. The option granted to Mr. ~~Curry was part of~~Scherl on January 26, 2022 vested in full on December 31, 2022.

OTHER COMPONENTS OF COMPENSATION

Deferred Compensation Plan

The Company provides a ~~larger grant of options~~deferred compensation plan to ~~new hires~~the NEOs and other highly compensated employees ~~that assisted~~to provide tax-deferred methods for general savings and retirement. Although the Company ~~with~~has the ~~spin-off from GGP.~~

~~The employment agreements with~~flexibility to make discretionary contributions to the ~~Named Executives do~~deferred compensation plan, it has not provide for long-term incentive compensation opportunities (with the exception of the grants of restricted shares of Company common stock granted to Messrs. Richardson and Riley). In connection with their hiring by the Company, Messrs. Weinreb, Herlitz and Richardson purchased for cash from the Company a warrant exercisable for shares of Company common stock. The compensation committee has also approved the use of options as part of the Company's compensation program for its other officers and employees. For additional information about the warrants purchased by the Company's executive officers, see "Related Party Transactions and Certain Relationships—Transactions After the Spin-Off—Warrant Agreements."

made any such contributions.

Employee ~~Benefits.~~Benefits

The Company provides health, life, and other insurance benefits to its ~~Named Executives~~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 ~~or contribution~~ benefits, supplemental retirement benefits, or post-retirement welfare benefits.

Severance Benefits

We provide certain severance benefits ~~or deferred compensation programs.~~

~~Severance Benefits.~~ ~~The~~to our NEOs under their respective employment agreements, ~~with each of~~and, for Mr. Scherl, his offer letter and under The Howard Hughes Management Co. LLC Separation Benefits Plan (as amended and restated, the ~~Named Executives (other than Mr. Curry) provide for a cash severance payment in~~“Separation Benefits Plan”). For additional information regarding the event that, in connection with a change in control of the Company, the Named Executive's employment is terminated by the Company without cause or by the executive under certain circumstances. The cash severance payment is equal to three times (two times for each of Messrs. Richardson and Riley) the sum of the executive's base salary and annual incentive compensation for target level performance for the year in which the termination occurs. The employment agreements ~~also provide that the terminated Named Executive will not engage in activities that are competitive~~and arrangements with the ~~Company's business for 12 months following his date of termination. Mr. Curry is not entitled to any severance payment on~~Company’s NEOs, see “Executive Compensation – Employment Agreements and Arrangements with the ~~event of a change~~NEOs” and “Potential Payments Upon Termination or Change in ~~control of the Company.~~

Control.”

The ~~compensation committee~~Compensation Committee believes that these benefits are necessary and appropriate to attract and retain qualified ~~executive officers insofar as~~NEOs given that these benefits are generally made available by other ~~companies. Additionally,~~companies and that the change in control benefits ~~are intended~~help to ensure that the ~~Company's Named Executives~~NEOs are able, as a practical matter, to evaluate any potential change in control transaction objectively and to appropriately encourage ~~executive officers~~NEOs to remain employed by the Company in the event a change in control becomes a real possibility. For additional information regarding the employment agreements with the Company's executive officers, see "Executive Compensation—Employment Agreements" and "Potential Payments Upon Termination or Change in Control."

No Tax ~~"Gross-Up" Payments.~~“Gross-Up” Payments

The Company does not provide, and no ~~Named Executive~~NEO is entitled to receive, any tax ~~"gross-up"~~“gross-up” payments in connection with compensation, severance or other benefits provided by the Company.

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Compensation Discussion and Analysis

Executive Compensation Recoupment ~~Policy.~~Policy

The Board has adopted a policy regarding recovery of incentive awards for fiscal years for which financial results are later restated. In the event of a material restatement of the ~~Company's~~Company’s financial results due to misconduct, the ~~compensation committee shall~~

~~Table of Contents~~

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,~~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. All determinations made by the ~~compensation committee~~Compensation Committee with respect to this policy shall be final and binding on all interested parties.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC issued a rule in October 2022 directing the NYSE to adopt listing standards regarding the recovery of equity awards in certain circumstances. The NYSE has not yet adopted final standards. Once the NYSE standards have been adopted, the Company will have 60 days after the effective date to adopt a compliant recovery policy. Before those standards become effective, the Board will consider whether any changes to its current policy are appropriate in light of those new standards and it will otherwise modify its policy if and as needed to comply with those standards.

Deductibility of ~~Compensation.~~Compensation

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 ~~with respect~~paid to certain covered employees, which generally refers to the ~~principal~~chief executive officer, chief financial officer and the three next ~~three~~ most highly compensated ~~officers (excluding the principal financial officer) who were serving as~~ executive officers, as ~~of the last day of the applicable year. Qualified performance-based compensation that meets certain requirements~~well as any individual who is ~~however, excluded from this limitation.~~

~~The compensation committee intends to review on an annual basis the potential impact of this deduction limitation on executive compensation.~~ (or was) a covered employee for any taxable year beginning after December 31, 2016.

The deductibility of ~~certain~~ compensation ~~payments depends upon~~is only one factor that the ~~timing of an executive's vesting or exercise of previously granted awards, as well as interpretations and changes in~~Compensation Committee considers when establishing executive compensation. Because the ~~tax laws and other factors beyond the control of the compensation committee. For these and other reasons, including the need~~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~~Compensation Committee will not necessarily ~~or in all circumstances,~~ limit executive compensation to that which is deductible under Section 162(m) and has not adopted a policy requiring that all compensation be deductible.

Stock Ownership Guidelines

The ~~compensation committee will~~Company has adopted stock ownership requirements for our CEO, President, CFO and Senior Executive Vice President, 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 ~~consider various alternatives~~provide that until an executive has met the required level of ownership, such executive is required to ~~preserving~~retain the ~~deductibility~~after-tax value of ~~compensation payments~~common shares received on the exercise of options or warrants and ~~benefits~~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 29, 2023, our NEOs that are subject to the ~~extent consistent with its other compensation~~policy have satisfied their stock ownership requirement or are within the grace period for doing so. The requirements are expressed as a multiple of base salary as follows:

	Position			Multiple of Base Salary
	• Chief Executive Officer			• 5x
	• President			• 5x
	• Chief Financial Officer			• 3x
	• Senior Executive Vice President, General Counsel & Secretary			• 2x

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Compensation Discussion and Analysis

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 ~~otherwise reasonably practicable. Base salary does~~risk remain aligned with those of our stockholders. In addition, executive officers may not ~~qualify~~pledge as ~~performance-based compensation under Section 162(m).~~

~~Table~~collateral any securities of ~~Contents~~

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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~~COMPENSATION COMMITTEE REPORT~~
~~ON EXECUTIVE COMPENSATION~~

Compensation Committee Report on
Executive Compensation

The ~~compensation committee~~Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the ~~compensation committee~~ Compensation Committee

recommended to the Board that the Compensation Discussion and Analysis be included in this ~~proxy statement.~~

Proxy Statement.

THE COMPENSATION COMMITTEE

R. Scot Sellers, Chair
William Ackman
Mary Ann Tighe
Adam Flatto


		~~THE COMPENSATION COMMITTEE~~
		~~R. Scot Sellers, Chair~~ ~~William Ackman~~ ~~Gary Krow~~ ~~Burton M. Tansky~~ ~~Mary Ann Tighe~~

~~Table~~

Proxy Statement for the 2023 Annual Meeting of ~~Contents~~

Stockholders / 65

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~~EXECUTIVE COMPENSATION~~

Executive Compensation

The following ~~executive~~tables, narrative and footnotes discuss the compensation of our NEOs. The following tables and related information ~~are intended to~~should be read together with the ~~more detailed~~ disclosure regarding the executive compensation program presented under the caption ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” above.

~~Summary Compensation Table~~

~~The following table sets forth information regarding the compensation~~

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation(4) ($)		All Other Compensation(5) ($)		Total ($)
David O’Reilly Chief Executive Officer		2022		750,000		—		—		—		1,800,000		15,250		2,565,250
		2021		750,000		—		1,286,662		—		1,800,000		14,500		3,851,162
		2020		540,450		—		2,305,934		562,484		1,500,000		14,250		4,923,118
L. Jay Cross President		2022		750,000		—		—		—		2,340,000		15,250		3,105,250
		2021		750,000		—		—		—		2,340,000		14,500		3,104,500
		2020		69,230		200,000		1,160,186		449,987		—		—		1,879,403
Carlos A. Olea(6) Chief Financial Officer		2022		495,019		—		313,309		—		900,000		15,250		1,723,578
		2021		—		—		—		—		—		—		—
		2020		—		—		—		—		—		—		—
Peter F. Riley Former Senior Executive Vice President, General Counsel & Secretary*		2022		554,231**		—		795,710		—		992,712		15,250		2,357,903
		2021		550,000		—		686,230		—		1,120,000		14,500		2,370,730
		2020		550,000		—		532,835		—		800,000		14,250		1,897,085
Saul Scherl Former President, NY Region Senior Advisor		2022		600,000		600,000		2,096,724		—		—		15,250		3,311,974
		2021		600,000		600,000		514,608		—		—		14,500		1,729,108
		2020		600,000		600,000		2,136,922		—		—		14,250		3,351,172
Correne Loeffler Former Chief Financial Officer		2022		96,154		—		—		—		172,603		1,404,808		1,673,565
		2021		355,769		—		—		—		720,000		14,500		1,090,269
		2020		—		—		—		—		—		—		—

As previously noted, Mr. Riley’s service as an executive officer of the ~~Named Executives~~Company terminated March 31, 2023, and his employment with the Company is being terminated without cause effective May 30, 2023.

Mr. Riley’s base salary increased from ~~2013 through 2015.~~

Name and Principal Position
Year Salary
($) Bonus
($) Stock
Awards(1)
($) Option
Awards Non-Equity
Incentive Plan
Compensation(2)
($) All Other
Compensation(3)
($) Total
($)
David R. Weinreb
2015 1,000,000 — — — 3,750,000 72,000 4,822,000
Chief Executive Officer
2014 1,000,000 — — — 5,000,000 33,947 6,033,947
2013 1,000,000 — — — 3,000,000 17,775 4,017,775
Grant Herlitz

2015
750,000
—
2,394,325
—
2,400,000
—
5,544,325
President
2014 750,000 — 1,787,631 — 3,000,000 — 5,537,631
2013 750,000 — 1,395,077 — 2,000,000 — 4,145,077
Andrew Richardson

2015
500,000
—
1,596,226
—
1,200,000
—
3,296,226
Chief Financial Officer
2014 500,000 — 893,715 — 1,500,000 — 2,893,715
2013 500,000 — 744,054 — 800,000 — 2,044,054
Peter Riley

2015
500,000
—
798,039
—
750,000
—
2,048,039
Senior Vice President,
2014 500,000 — 312,786 — 500,000 — 1,312,786
Secretary and General Counsel
2013 500,000 — 278,995 — 450,000 — 1,228,995
Christopher Curry

2015
500,000
500,000
382,043
—
—
—
1,382,043
Senior Executive Vice
2014 500,000 250,000 421,030 — — — 1,171,030
President of Development
2013 500,000 250,000 460,050 — — — 1,210,050

$550,000 to $577,500 effective November 6, 2022.

(1)

The amounts reported in the ~~"Stock Awards"~~“Bonus” column ~~include~~refer to the discretionary annual bonus amounts that were awarded to (i) Mr. Cross for his 2020 performance and (ii) Mr. Scherl for his 2022, 2021 and 2020 performance. Please see above under “–Annual Incentive Compensation” for further information.

(2)

The amounts reported in the “Stock Awards” column represent the aggregate grant date fair ~~values~~value of stock awards in the form of restricted stock (time-based vesting and performance-based vesting) ~~awarded to our Named Executives~~granted in ~~2015.~~the years shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC Topic 718”). Pursuant to SEC rules, the amounts shown in ~~these columns~~this column exclude the impact of estimated forfeitures related to service-based vesting conditions. ~~The~~If the maximum level of performance of 150% of target number of shares granted was achieved with respect to the performance-based restricted stock granted in 2022 to Messrs. Olea, Riley and Scherl, the grant date ~~fair value of the restricted stock is calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718.~~values would be, respectively, $217,090, $585,274 and $445,163. See Note 1511 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2022 for further information regarding equity awards, ~~under our Incentive Plan. With respect~~including the assumptions made in determining these values. Additional information on all outstanding stock awards is reflected in the 2022 Outstanding Equity Awards at Fiscal Year-End table below.

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Executive Compensation

(3)

The amount reported in the “Option Awards” column represents the grant date fair value of stock options awards granted to ~~the performance-based restricted stock granted~~Messrs. O’Reilly and Cross in ~~2015, the amounts above reflect the probable payout percentage awards~~2020, calculated in accordance with ASC Topic 718. Pursuant to SEC rules, the amount shown in this column excludes the impact of estimated forfeitures related to service-based vesting conditions. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for information regarding the assumptions made in determining this value.

(4)

The ~~grant date fair value is an estimate made for financial accounting purposes. Assuming that~~amounts reported in the ~~performance-based awards will be paid out at~~“Non-Equity Incentive Plan Compensation” column reflect the ~~maximum payout level, the awards would be as follows: Mr. Herlitz $894,393; Mr. Richardson $596,321; Mr. Riley $298,160; and Mr. Curry $142,139.~~

~~(2)~~

~~Reflects~~ amounts paid to certain of the NEOs under our ~~2015~~ annual incentive compensation ~~plan.~~plan for performance in the listed fiscal year, in the case of Ms. Loeffler, prorated for service in 2022 pursuant to the Separation Agreement between Ms. Loeffler and the Company. For additional information on annual incentive compensation, see ~~"Compensation~~“Compensation Discussion and ~~Analysis—~~Analysis – Annual Incentive ~~Compensation."~~

~~(3)~~

~~Represents~~Compensation.” For additional information on the ~~incremental cost~~Separation Agreement between Ms. Loeffler and the Company, see “Executive Compensation – Correne Loeffler (Former CFO).”

(5)

For Messrs. O’Reilly, Cross, Olea, Riley and Scherl, the amounts reported in the “All Other Compensation” column for 2022 consist solely of the ~~personal use~~amounts contributed by the Company to the Company’s 401(k) plan. For Ms. Loeffler, the 2022 amount reported in the “All Other Compensation” column consists of $4,808 contributed by the ~~corporate aircraft.~~Company to the Company’s 401(k) plan and the $1,400,000 severance to which she was entitled in connection with her termination of employment pursuant to the Separation Agreement between Ms. Loeffler and the Company. For additional information on the Separation Agreement between Ms. Loeffler and the Company, see “Executive Compensation – Correne Loeffler (Former CFO).”

~~Table~~

(6)

Mr. Olea was promoted to Chief Financial Officer effective January 12, 2022.

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~~2015 Grants of Plan-Based Awards~~

Executive Compensation

2022 GRANTS OF PLAN-BASED AWARDS

The following table provides information ~~about equity and non-equity~~regarding the plan-based awards granted to the ~~Named Executives~~NEOs in ~~2015.~~

All Other
Stock Awards:
Number of
Shares of
Stock or
Units (#)
(Time-
based)

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1) Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)

Grant Date
Fair Value
of Stock
Awards
($)(3)
Name
Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
David Weinreb
03/25/2015 500,000 1,500,000 2,000,000 — — — — —
Grant Herlitz

02/26/2015
—
—
—
2,530
—
10,121
—
894,393
02/26/2015 — — — — — — 10,121 1,499,932
03/25/2015 375,000 750,000 1,125,000 — — — — —
Andrew Richardson

02/26/2015
—
—
—
1,687
—
6,748
—
596,321
02/26/2015 — — — 6,747 999,905
03/25/2015 300,000 500,000 700,000 — — — — —
Peter Riley

02/26/2015
—
—
—
843
—
3,374
—
298,160
02/26/2015 — — — — — — 3,373 499,879
03/25/2015 200,000 300,000 400,000 — — — — —
Christopher Curry

02/25/2015
—
—
—
401
—
1,607
—
142,139
02/25/2014 — — — — — — 1,606 239,904
2022.

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) Estimated Future Payouts Under Equity Incentive Plan Awards(3) All Other Stock Awards: Number of Shares of Stock or Units (#)(4) Grant Date Fair Value of Stock Awards and Option Awards ($)(5) Name Type of Award(1) Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) David O’Reilly AICA — 1,200,000 1,500,000 1,800,000 — — — — — PBRS — — — — — — — — — TBRS — — — — — — — — — L. Jay Cross AICA — 1,560,000 1,950,000 2,340,000 — — — — — PBRS — — — — — — — — — TBRS — — — — — — — — — Carlos A. Olea AICA — 600,000 750,000 900,000 — — — — — PBRS 02/22/2022 — — — 506 1,688 2,352 — 155,802 TBRS 02/22/2022 — — — — — — 1,688 157,507 Peter F. Riley AICA — 496,356 827,260 1,158,164 — — — — — PBRS 02/22/2022 — — — 1,286 4,287 6,431 — 395,690 TBRS 02/22/2022 — — — — — — 4,287 400,019 Saul Scherl AICA — — 600,000 — — — — — — PBRS 02/22/2022 — — — 965 3,215 4,823 — 296,745 TBRS 01/26/2022 — — — — — — 3,332 299,980 USA 01/26/2022 — — — — — — 16,661 1,500,000 Correne Loeffler AICA — — — — — — — — — PBRS — — — — — — — — — TBRS — — — — — — — — —

(1)

~~Reflects payouts under the Named Executive's employment agreement. The compensation committee determined that the Named Executives achieved the maximum level~~

Type of ~~performance in fiscal 2015 and determined to pay~~Award:

AICA

Annual Incentive Compensation (Cash) Award

PBRS

Performance-Based Restricted Stock Award

TBRS

Time-Based Restricted Stock Award

USA

Unrestricted Stock Award

(2)

These columns represent the annual incentive ~~bonuses in excess~~compensation awards that could have been earned by the NEOs based on performance for the 2022 fiscal year. The amounts shown reflect the awards that as applicable were possible at their respective threshold, target and maximum levels of ~~the maximum amounts under the Named Executives' employment agreements.~~performance. The annual incentive ~~bonuses~~award amounts actually paid ~~under the Incentive Plan~~to each NEO are reported in the ~~Summary Compensation Table under the~~ “Non-Equity Incentive Plan Compensation ~~heading.~~” column (or, for Mr. Scherl, the “Bonus” column) of the Summary Compensation Table. For more information regarding the annual incentive compensation program, see ~~"Compensation~~“Compensation Discussion and ~~Analysis—~~Analysis – Annual Incentive ~~Compensation."~~

~~(2)~~

~~Vesting of~~Compensation.”

(3)

The awards represent the performance-based restricted stock ~~(performance-based vesting) is~~awards granted in 2022 that may vest based on the Company’s achievement of specified TSR ~~determined~~levels relative to twenty-five (25) other companies over a ~~five-year period as set forth in the schedule below. TSR is calculated using the following formula:~~~~TSR = (Price~~_end ~~– Price~~_begin ~~+ Dividends / Price~~_begin~~). $73.02, the closing price per share of the Company as of December 31, 2012, shall be used as the~~~~Price~~_begin_.three-year period. The vesting schedule ~~under~~for each award has a specified threshold performance level such that performance below threshold results in no shares vesting. If at least the ~~Incentive Plan does not contemplate a single~~threshold performance goal is attained, the number of shares that will vest ranges from 30% to 150% of the target ~~threshold. The~~number of shares granted. For additional information regarding the vesting of the performance-based restricted stock, ~~(performance-based vesting) will~~see “Compensation Discussion and Analysis – Long-Term Equity Incentives.”

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(4)

With respect to Messrs. Olea and Riley, the awards represent the time-based restricted stock awards granted in 2022, which vest ~~as follows:~~in equal annual installments over a three-year period. For Mr. Scherl, the awards represent (i) a time-vested restricted stock award granted on January 26, 2022, with one hundred percent (100%) of the total number of granted shares vesting on December 31, 2022, and (ii) an unrestricted stock award granted on January 26, 2022, with 100% of the total number of granted shares issued and vested on January 26, 2022. For additional information regarding the vesting of the time-based restricted stock, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.”

~~Total Shareholder Return~~

~~0.00% to 120.38%~~	0	%
~~120.39% to 140.92%~~	25	%
~~140.93% to 162.82%~~	50	%
~~162.83% to 200.11%~~	75	%
~~200.12%+~~	~~100~~	%

(5)

~~(3)~~: Represents the grant date fair value determined pursuant to ~~FASB~~ ASC Topic ~~718,~~718.

EMPLOYMENT AGREEMENTS AND ARRANGEMENTS WITH THE NEOS

David O’Reilly

On December 1, 2020, the Company entered into a Second Amended and Restated Employment Agreement with Mr. O’Reilly to serve as the Company’s Chief Executive Officer (as amended, “Mr. O’Reilly’s Employment Agreement”). Mr. O’Reilly’s Employment Agreement has an initial term of five years, expiring on November 30, 2025, subject to earlier termination events described below. Upon the expiration of the initial term of five years, Mr. O’Reilly’s Employment Agreement will automatically renew for additional one-year periods, unless either party provides the other party with at least 60 days’ prior written notice that it does not wish to automatically renew the term.

Under Mr. O’Reilly’s Employment Agreement, Mr. O’Reilly is entitled to an annual base salary of $750,000 and, subject to achievement of certain performance goals that will be established annually by the Compensation Committee, eligible to earn an annual cash bonus with a target amount of $1,500,000. (If the Compensation Committee sets a minimum overall goal under the annual incentive program with respect to any performance year, and that minimum overall goal is achieved, the bonus payable would range from a threshold value of 80% of target to a maximum value of 120% of target.) In addition, Mr. O’Reilly’s Employment Agreement provides that he will be awarded an annual equity award (an “Annual LTIP Award”) based upon the Compensation Committee’s evaluation of such performance measures and objectives as may be established by the Compensation Committee from time to time. The Annual LTIP Award was to be made beginning in 2022; as noted above, however, no such grant was made in respect of 2022 and the Annual LTIP Awards commenced instead during 2023. The Annual LTIP Award shall be a long-term equity or equity-based incentive award with an aggregate targeted grant value (with respect to the portion of the Annual LTIP Award that is subject to performance metrics, based on the achievement of the applicable performance metrics that cause the award to vest at the level of 100%, and without taking into account the probability of the award vesting at that level on the date of grant) on the date of grant equal to $2,250,000, with the number of shares of the Company’s common stock subject to such annual equity award determined by dividing the aggregate grant value by the closing price per share of the common stock on the date of grant. Fifty percent (50%) of each Annual LTIP Award granted to Mr. O’Reilly shall provide for pro -rata vesting over three years or five years in the case of awards granted in fiscal 2021 (an “O’Reilly Time Vesting LTIP Award”) and the other fifty percent (50%) of such award shall provide for performance-based vesting (an “O’Reilly Performance Vesting LTIP Award”), and in each case will be subject to the terms and conditions of our then-current equity incentive plan and the applicable award agreement. All Annual LTIP Awards shall be subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and any applicable award agreements thereunder.

INITIAL O’REILLY LTIP AWARD

In connection with entering into Mr. O’Reilly’s Employment Agreement, on November 30, 2020, the Company awarded Mr. O’Reilly an initial long-term equity incentive award (the “Initial O’Reilly LTIP Award”) with an aggregate targeted grant value of $2,250,000 (based on the closing price of the Company’s common stock on November 30, 2020), consisting of: (i) 11,601 shares of restricted stock, with time-based pro-rata vesting over five years; (ii) 11,601 shares of restricted stock, with performance-based, five-year cliff vesting if certain performance metrics are met; and (iii) options to purchase 17,965 shares of our common stock, at a strike price of $72.73 per share, that become exercisable with respect to 100% of the shares on the fifth anniversary of the grant. The Initial O’Reilly LTIP Award is subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and the applicable award agreements issued thereunder. For purposes of the accelerated vesting described below, the Initial O’Reilly LTIP Award is treated as an O’Reilly Time Vesting LTIP Award or O’Reilly Performance Vesting LTIP Award, as the case may be.

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Executive Compensation

SEVERANCE AND CHANGE IN CONTROL BENEFITS

Termination Without Cause or for Good Reason

Pursuant to Mr. O’Reilly’s Employment Agreement, in the event that Mr. O’Reilly terminates his employment for “good reason” or is terminated by the Company without “cause” (other than due to non-renewal, death or disability), the Company will pay and provide Mr. O’Reilly, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed during the applicable calendar year in which he was employed;

(2)

an amount equal to the sum of Mr. O’Reilly’s annual base salary and target annual cash bonus; and

(3)

all outstanding and unvested O’Reilly Time Vesting LTIP Awards, if any, will fully vest and all outstanding O’Reilly Performance Vesting LTIP Awards will remain outstanding and continue to vest based on the achievement of the performance metrics.

Non-Renewal of Employment Agreement

Pursuant to Mr. O’Reilly’s Employment Agreement, in the event that Mr. O’Reilly’s employment terminates due to the Company’s non-renewal of Mr. O’Reilly’s Employment Agreement after the expiration of the initial five-year term or any subsequent one-year renewal period, the Company will pay and provide Mr. O’Reilly, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed during the applicable calendar year in which he was employed; and

(2)

Death or Disability

Pursuant to Mr. O’Reilly’s Employment Agreement, in the event that Mr. O’Reilly’s employment terminates by reason of his death or as a result of disability, the Company will pay and provide Mr. O’Reilly (or his estate), in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed in the calendar year that Mr. O’Reilly was employed; and

(2)

Change in Control Termination

Pursuant to Mr. O’Reilly’s Employment Agreement, in the event that Mr. O’Reilly terminates his employment for “good reason” or is terminated by the Company without “cause,” in either case, in connection with, or within 12 months following, a change in control, the Company will pay and provide Mr. O’Reilly, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus based upon the number of days elapsed during the applicable calendar year in which he was employed;

(2)

an amount equal to two times the sum of Mr. O’Reilly’s annual base salary and the target annual cash bonus; and

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Executive Compensation

(3)

all outstanding and unvested O’Reilly Time Vesting LTIP Awards, if any, will fully and immediately vest and all outstanding O’Reilly Performance Vesting LTIP Awards will vest at the greater of (a) 100% of the number of shares of common stock granted pursuant to each such award and (b) the performance level achieved as of the termination date.

Receipt of the severance payments and benefits set forth above is contingent upon Mr. O’Reilly executing and not revoking a release of claims in favor of the Company.

Under Mr. O’Reilly’s Employment Agreement, he also is subject to certain restrictive covenants regarding confidentiality, non-disparagement, non-solicitation and non-competition. The non-solicitation and non-competition covenants apply during the term of Mr. O’Reilly’s employment and for the 12-month period following his termination for any reason.

EXPIRED WARRANT

In connection with Mr. O’Reilly’s initial employment in 2016, the Company entered into a warrant purchase agreement with Mr. O’Reilly pursuant to which Mr. O’Reilly purchased for $1.0 million the right to acquire 50,125 shares of Company common stock at an exercise price of $112.08 per share. The warrant was fully vested at the time of purchase and became exercisable for 180 days after the 51∕2 year anniversary (April 7, 2022) of the date of purchase. The Company had the right to repurchase the warrant or all or a portion of the shares issuable upon exercise of the warrant if Mr. O’Reilly’s employment with the Company was terminated for any reason prior to the expiration. The warrant was not exercised and has expired pursuant to its terms.

L. Jay Cross

On December 1, 2020, the Company entered into an Employment Agreement with Mr. Cross to serve as the Company’s President (“Mr. Cross’s Employment Agreement”). Mr. Cross’s Employment Agreement has an initial term of five years, expiring on November 30, 2025, subject to earlier termination events described below. Upon the expiration of the initial term of five years, his employment agreement will automatically renew for additional one-year periods, unless either party provides the other party with at least 60 days’ prior written notice that it does not wish to automatically renew the term.

Under Mr. Cross’s Employment Agreement, Mr. Cross is entitled to an annual base salary of $750,000 and, subject to achievement of certain performance goals that will be established annually by the Compensation Committee, eligible to earn an annual cash bonus with a target amount of $1,950,000. (If the Compensation Committee sets a minimum overall goal under the annual incentive program with respect to any performance year, and that minimum overall goal is achieved, the bonus payable would range from a threshold value of 80% of target to a maximum value of 120% of target.) In addition, Mr. Cross’s Employment Agreement provides that he will be eligible for an Annual LTIP Award based upon the Compensation Committee’s evaluation of such performance measures and objectives as may be established by the Compensation Committee from time to time. The Annual LTIP Award was to be made beginning in 2022; no such grant was made in respect of either 2021 or 2022, and the Annual LTIP Awards commenced instead during 2023. The Annual LTIP Award shall be a long-term equity or equity-based incentive award with an aggregate targeted grant value (with respect to the portion of the Annual LTIP Award that is subject to performance metrics, based on the achievement of the applicable performance metrics that cause the award to vest at the level of 100%, and without taking into account the probability of the award vesting at that level on the date of grant) on the date of grant equal to $1,800,000, with the number of shares of the Company’s common stock subject to such annual equity award determined by dividing the aggregate grant value by the closing price per share of the common stock on the ~~grant~~ date of grant. Fifty percent (50%) of each Annual LTIP Award granted to Mr. Cross shall provide for pro-rata vesting over three years (the “Cross Time Vesting LTIP Awards”) and the other fifty percent (50%) of such award shall provide for performance-based vesting (the “Cross Performance Vesting LTIP Awards”), and in each case will be subject to the terms and conditions of our then-current equity incentive plan and the applicable award agreement. All Annual LTIP Awards shall be subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and any applicable award agreements thereunder.

INITIAL CROSS LTIP AWARD

In connection with entering into Mr. Cross’s Employment Agreement, on December 1, 2020, the Company awarded Mr. Cross an initial long-term equity incentive award (the “Initial Cross LTIP Award”) with an aggregate targeted grant

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value of $1,800,000 (based on the closing price of the Company’s common stock on November 30, 2020), consisting of: (i) 9,280 shares of restricted stock, with time-based pro-rata vesting over five years; (ii) 9,280 shares of restricted ~~stock. With~~stock, with performance-based, five-year cliff vesting if certain performance metrics are met; and (iii) options to purchase 14,372 shares, at a strike price of $74.76 per share, that become exercisable with respect to ~~performance-based restricted stock, amounts reflect~~100% of the ~~probable payout percentage~~shares on the fifth anniversary of the grant. The Initial Cross LTIP Award is subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and the applicable award agreements issued thereunder. For purposes of the accelerated vesting described below, the Initial Cross LTIP Award is treated as a Cross Time Vesting LTIP Award or Cross Performance Vesting LTIP Award, as the case may be.

SEVERANCE AND CHANGE IN CONTROL BENEFITS

Termination Without Cause or for Good Reason

Pursuant to Mr. Cross’s Employment Agreement, in the ~~awards calculated~~event that Mr. Cross terminates his employment for “good reason” or is terminated by the Company without “cause” (other than due to non-renewal, death or disability), the Company will pay and provide Mr. Cross, in ~~accordance with Topic 718.~~addition to his previously accrued benefits and compensation, the following:

~~As set forth their employment agreements, each~~

(1)

a prorated portion of ~~Messrs. Weinreb, Herlitz, Richardson and Riley are contractually eligible to receive an~~the target annual ~~incentive compensation award~~cash bonus, based upon ~~achievement~~the number of ~~performance measures and objectives to be established by~~days elapsed during the ~~compensation committee. The~~applicable calendar year in which he was employed;

(2)

an amount ~~of the annual incentive compensation for achievement at the threshold level of performance is~~ equal to ~~50%~~the sum of ~~the~~Mr. Cross’s annual base salary ~~for Messrs. Weinreb~~ and ~~Herlitz, 60%~~target annual cash bonus; and

(3)

all outstanding and unvested Cross Time Vesting LTIP Awards, if any, will fully vest and all outstanding Cross Performance Vesting LTIP Awards will remain outstanding and continue to vest based on the achievement of the performance metrics.

Non-Renewal of Employment Agreement

Pursuant to Mr. Cross’s Employment Agreement, in the event that Mr. Cross’s employment terminates due to the Company’s non-renewal of his employment agreement after the expiration of the initial five-year term or any subsequent one-year renewal period, the Company will pay and provide Mr. Cross, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed during the applicable calendar year in which he was employed; and

(2)

Death or Disability

Pursuant to Mr. Cross’s Employment Agreement, in the event that Mr. Cross’s employment terminates by reason of his death or as a result of disability, the Company will pay and provide Mr. Cross (or his estate), in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed in the calendar year that Mr. Cross was employed; and

(2)

all outstanding Cross Performance Vesting LTIP Awards will remain outstanding and continue to vest based on the achievement of the performance metrics.

Change in Control Termination

Pursuant to Mr. Cross’s Employment Agreement, in the event that Mr. Cross terminates his employment for “good reason” or is terminated by the Company without “cause,” in either case, in connection with, or within 12 months

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following, a change in control of, the Company will pay and provide Mr. Cross, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus based upon the number of days elapsed during the applicable calendar year in which he was employed;

(2)

an amount equal to two times the sum of Mr. Cross’s annual base salary ~~for Mr. Richardson~~ and ~~40% of~~ the target annual ~~base salary for Mr. Riley. The amount of the annual incentive compensation for achievement~~cash bonus; and

(3)

all outstanding and unvested Cross Time Vesting LTIP Awards, if any, will fully and immediately vest and all outstanding Cross Performance Vesting LTIP Awards will vest at the ~~target level~~greater of ~~performance is equal to 150% for Mr. Weinreb,~~(a) 100% of the ~~annual base salary for Messrs. Herlitz~~number of shares of common stock granted pursuant to each such award and ~~Richardson and 60%~~(b) the performance level achieved as of the ~~annual base salary for Mr. Riley. The amount~~termination date.

Receipt of the ~~annual incentive compensation for achievement at the maximum level~~severance payments and benefits set forth above is contingent upon Mr. Cross executing and not revoking a release of ~~performance is equal to 200%~~claims in favor of the ~~annual base salary for~~Company.

Under Mr. ~~Weinreb, 150% of~~Cross’s Employment Agreement, Mr. Cross is also subject to certain restrictive covenants regarding confidentiality, non-disparagement, non-solicitation and non-competition. The non-solicitation and non-competition covenants apply during the ~~annual base salary for Mr. Herlitz, 140% of the annual base salary for Mr. Richardson and 80% of the annual base~~

~~Table of Contents~~

salary for Mr. Riley. In addition to the incentive compensation levels established under the Named Executives (other than Mr. Curry) employment agreements, the compensation committee establishes incentive compensation performance goals and maximum payouts under the Incentive Plan, which maximum payouts may be higher than the maximum payouts under the Named Executives' employment agreements. For additional information on annual incentive compensation, see "Compensation Discussion and Analysis—Annual Incentive Compensation".

~~Mr. Curry is an at-will employee and his bonus was not awarded under the terms of an employment agreement or any other compensatory arrangement. The amount~~term of Mr. ~~Curry's bonus was determined by~~Cross’s employment and for the ~~compensation committee, in accordance with the Company's general compensation policies.~~

~~Employment Agreements~~

~~In November 2010,~~12-month period following his termination for any reason.

Carlos A. Olea

On January 12, 2022, the Company ~~entered into employment agreements in~~announced the appointment of Carlos A. Olea to serve as the Company’s Chief Financial Officer, effective January 12, 2022.

In connection with ~~hiring Mr. Weinreb as Chief Executive Officer of the Company and Mr. Herlitz as President of the Company. In February 2011,~~his appointment, the Company entered into an employment agreement with ~~Andrew Richardson~~Mr. Olea, effective January 12, 2022 (“Mr. Olea’s Employment Agreement”). The initial term of Mr. Olea’s Employment Agreement expires on December 31, 2026, unless earlier terminated. Thereafter, the term shall renew automatically for additional periods of one year, unless either party provides notice of non-renewal at least 60 days prior to the automatic renewal. Under Mr. Olea’s Employment Agreement, his annual base salary is $500,000, and he will be eligible to earn an annual cash bonus in the targeted amount of $750,000 based upon the achievement of performance goals that will be established by the Compensation Committee. If the Compensation Committee establishes a minimum overall performance goal that Mr. Olea is required to achieve to receive an annual bonus and the minimum goal is achieved, then the annual bonus for such calendar year shall be equal to at least 80% of the target, but no more than 120% of the target bonus. In addition, commencing in 2022, Mr. Olea will be eligible to receive an annual long-term equity award of up to $950,000 worth of restricted stock (50% time-based vesting and 50% performance-based vesting) under The Howard Hughes Corporation 2020 Equity Incentive Plan.

Pursuant to Mr. Olea’s Employment Agreement, Mr. Olea has agreed to restrictive covenants, including non-solicitation and non-competition covenants, applicable during the term of his employment with the Company and for various periods following his termination of employment for any reason. The non-solicitation and non-competition covenants expire 12 months after Mr. Olea’s termination. In the event Mr. Olea’s employment terminates before the expiration of the employment agreement’s term, he may be entitled to severance payments depending on the circumstances, and the severance may be enhanced if payable in connection with ~~hiring him as Chief Financial Officer~~a change in control of the Company. ~~In April 2011,~~

SEVERANCE AND CHANGE IN CONTROL BENEFITS

Termination Without Cause or for Good Reason

Pursuant to Mr. Olea’s Employment Agreement, in the Company entered into an employment agreement with Peter F. Riley in connection with hiring him as Senior Vice President, Secretary and General Counsel of the Company. Each of these employment agreements has a term of six years, unless terminated earlier. The agreements provide for an annual base salary of $1,000,000 forevent that Mr. ~~Weinreb, $750,000 for Mr. Herlitz, $500,000 for Mr. Richardson and $500,000 for Mr. Riley. Mr. Curry is an at-will employee and does not have an employment agreement with the Company.~~

~~Under these agreements, if the Company terminates the employment of the executive without cause or the executive~~Olea terminates his employment for ~~good~~“good reason” or is terminated by the Company without “cause” (other than due to non-renewal, death or disability), the Company will pay and provide Mr. Olea, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed during the applicable calendar year in which he was employed;

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(2)

an amount equal to the sum of Mr. Olea’s annual base salary and target annual cash bonus; and

(3)

Non-Renewal of Employment Agreement

Pursuant to Mr. Olea’s Employment Agreement, in the event that Mr. Olea’s employment terminates due to the Company’s non-renewal of his employment agreement after the expiration of the initial term ending on December 31, 2026 or any subsequent one-year renewal period, the Company will pay and provide Mr. Olea, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed during the applicable calendar year in which he was employed; and

(2)

Death or Disability

Pursuant to Mr. Olea’s Employment Agreement, in the event that Mr. Olea’s employment terminates by reason of his death or as a result of disability, the Company will pay and provide Mr. Olea (or his estate), in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed in the calendar year that Mr. Olea was employed; and

(2)

all outstanding and unvested Olea Time Vesting LTIP Awards, if any, will fully vest and all outstanding Olea Performance Vesting LTIP Awards will remain outstanding and continue to vest based on the achievement of the performance metrics (other than the 2022 Olea Performance Vesting LTIP Award, which will vest at 100% pursuant to the applicable award agreement).

Change in Control Termination

Pursuant to Mr. Olea’s Employment Agreement, in the event that Mr. Olea terminates his employment for “good reason” or is terminated by the Company without “cause,” in either case, in connection with, or within 12 months following, a change in control of, the Company ~~the terminated executive~~ will ~~be entitled to receive:~~

•: ~~an amount equal to three times (two times for Messrs. Richardson~~pay and ~~Riley) the sum of his base salary and annual incentive compensation for target level performance for the year~~provide Mr. Olea, in ~~which the termination occurs (the "Severance Payment");~~
•: ~~an amount equal~~addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual ~~incentive compensation for the year in which the termination occurs, prorated for~~cash bonus based upon the number of days elapsed ~~since~~during the ~~beginning~~applicable calendar year in which he was employed;

(2)

an amount equal to two times the sum of Mr. Olea’s annual base salary and the target annual cash bonus; and

(3)

all outstanding and unvested Olea Time Vesting LTIP Awards, if any, will fully and immediately vest and all outstanding Olea Performance Vesting LTIP Awards will vest at the greater of (a) 100% of the number of shares of common stock granted pursuant to each such award and (b) the performance level achieved as of the termination date.

Receipt of the severance payments and benefits set forth above is contingent upon Mr. Olea executing and not revoking a release of claims in favor of the Company.

Under Mr. Olea’s Employment Agreement, Mr. Olea is also subject to certain restrictive covenants regarding confidentiality, non-disparagement, non-solicitation and non-competition. The non-solicitation and non-competition covenants apply during the term of Mr. Olea’s employment and for the 12-month period following his termination for any reason.

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Peter F. Riley

On November 6, 2017, the Company entered into an Employment Agreement with Mr. Riley to continue to serve in his role as the Company’s Senior Executive Vice President, General Counsel & Secretary (as amended, as described below “Mr. Riley’s Employment Agreement”). Mr. Riley’s Employment Agreement had an initial term of five years, expiring on November 6, 2022, subject to earlier termination events described below. Under Mr. Riley’s Employment Agreement, Mr. Riley is entitled to an annual base salary of $550,000 and, subject to achievement of certain performance goals to be established annually by the Compensation Committee, eligible to earn an annual cash bonus with a target amount of $800,000. (If the Compensation Committee sets a minimum overall goal under the annual incentive program with respect to any performance year, ~~based upon~~and that minimum overall goal is achieved, the bonus payable would range from a threshold value of 80% of target to a maximum value of 140% of target.)

On November 13, 2019, the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Riley, amending certain provisions of Mr. Riley’s Employment Agreement in connection with the Company’s relocation of its headquarters from Dallas, Texas to The Woodlands, Texas. The Letter Agreement extended the term of Mr. Riley’s employment until December 31, 2025 (“Extended Expiration Date”). In addition, (i) since November 6, 2022 and so long as Mr. Riley remains employed with the Company, his annual base salary and annual target bonus have each increased by five percent, to $577,500 and $840,000 (prorated for 2022), respectively, and (ii) if Mr. Riley were to voluntarily retire from employment with the Company on or after December 31, 2025, he would continue to be eligible to vest in his outstanding equity awards on their regularly scheduled vesting dates (with vesting of any performance-based awards subject to achievement of the applicable performance goals). Finally, the Letter Agreement also provides that, if Mr. Riley is terminated by the Company without “cause” prior to December 31, 2025, then Mr. Riley’s severance package will also include (i) a repurchase of Mr. Riley’s principal residence in Houston, Texas by the Company for fair market value, and (ii) reimbursement of Mr. Riley’s reasonable, documented, and out-of-pocket costs for relocating back to the Dallas, Texas metropolitan area. As noted above, Mr. Riley’s service as an executive officer of the Company terminated March 31, 2023, and his employment with the Company is being terminated effective May 30, 2023. That employment termination is being treated as a termination by the Company without “cause” for purposes of his severance entitlements.

Under his Employment Agreement as amended by the Letter Agreement, Mr. Riley is also eligible to receive an annual equity award, to be awarded each year by the Compensation Committee based upon its evaluation of performance measures and objectives ~~through~~established by the Compensation Committee from time to time. The annual equity award is to be a long-term equity or equity-based incentive award with an aggregate grant value (with respect to the portion of the annual equity award that is subject to performance metrics, based on the achievement of the applicable performance metrics that cause the award to vest at the level of 100%) on the date of ~~termination;~~

•

~~any unpaid~~grant equal to $800,000, with the number of shares of common stock subject to such annual equity award determined by dividing the aggregate grant value by the closing price per share of the Company’s common stock or as otherwise provided for in the Incentive Plan on the date of grant. Fifty percent of the annual equity award provides for pro-rata vesting over time (five years in the case of awards granted in fiscal 2021 or earlier; three years in the case of awards granted in fiscal 2022 or later) (“Riley Time Vesting LTIP Awards”) and the other 50% of such award will provide for performance-based vesting (“Riley Performance Vesting LTIP Awards”), and in each case will be subject to the terms and conditions of our then-current equity incentive plan and the applicable award agreement.

INITIAL Riley EQUITY AWARD

In connection with entering into Mr. Riley’s Employment Agreement, on November 8, 2017, the Company granted to Mr. Riley an initial one-time restricted share award of 10,000 shares of common stock (the “Initial Riley LTIP Award”), which vested in November 2022 on the fifth anniversary of the grant date of such award.

SEVERANCE AND CHANGE IN CONTROL BENEFITS

Termination Without Cause or for Good Reason

Pursuant to Mr. Riley’s Employment Agreement, in the event that Mr. Riley terminates his employment for “good reason” or is terminated by the Company without “cause,” the Company will pay and provide Mr. Riley, in addition to his previously accrued benefits and compensation, the following:

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(1)

a prorated portion of the target annual cash bonus, subject to the achievement of the applicable minimum performance goals and based upon the number of days elapsed during the applicable calendar year in which he was employed;

(2)

an amount equal to the sum of Mr. Riley’s annual base salary and ~~accrued vacation through~~target annual cash bonus; and

(3)

all outstanding and unvested Riley Time Vesting LTIP Awards, if any, will fully vest and all outstanding Riley Performance Vesting LTIP Awards will remain outstanding and continue to vest based on the ~~date~~achievement of ~~termination; and~~

•

~~any other earned, but unpaid outstanding compensatory arrangements.~~

~~Additionally, any outstanding equity awards held~~the performance metrics.

As noted above, Mr. Riley’s termination of employment with the Company effective May 30, 2023 is being treated as a termination by the ~~executive~~Company without “cause” for purposes of his severance entitlements.

Non-Renewal of Mr. Riley’s Employment Agreement

Pursuant to Mr. Riley’s Employment Agreement, in the event that Mr. Riley’s employment terminates due to the Company’s non-renewal of Mr. Riley’s Employment Agreement upon expiration of its current term or any subsequent one-year renewal period, the Company will pay and provide Mr. Riley, in addition to his previously accrued benefits and compensation, the following:

(1)

(2)

Death or Disability

Pursuant to Mr. Riley’s Employment Agreement, in the event that Mr. Riley’s employment terminates by reason of his death or as a result of disability, the Company will pay and provide Mr. Riley (or his estate), in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed in the calendar year that Mr. Riley was employed; and

(2)

all outstanding Riley Performance Vesting LTIP Awards will remain outstanding and continue to vest based on the achievement of the performance metrics (other than the 2022 Riley Performance Vesting Award, which will vest at 100% pursuant to the applicable award agreement); and

(3)

all outstanding Riley Time Vesting LTIP Awards granted in 2019 and 2020 will vest in full (pursuant to an amendment to his award agreements made in November 2020).

Change in Control Termination

Pursuant to Mr. Riley’s Employment Agreement, in the event that Mr. Riley terminates his employment for “good reason” or is terminated by the Company without “cause,” in either case, in connection with, or within 12 months following, a change in control, the Company will pay and provide Mr. Riley, in addition to his previously accrued benefits and compensation, the following:

(1)

a prorated portion of the target annual cash bonus, based upon the number of days elapsed during the applicable calendar year in which he was employed;

(2)

an amount equal to two times the sum of Mr. Riley’s annual base salary and the target annual cash bonus; and

(3)

all outstanding and unvested Riley Time Vesting LTIP Awards, if any, will fully and immediately vest and ~~become non-forfeitable.~~

Ifall outstanding Riley Performance Vesting LTIP Awards will vest at the greater of (a) 100% of the number of shares of common stock granted pursuant to each such award and (b) the performance level achieved as of the termination date.

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Receipt of the severance payments and benefits set forth above is contingent upon Mr. Riley executing and not revoking a release of claims in favor of the Company.

Under Mr. Riley’s Employment Agreement, Mr. Riley is also subject to certain restrictive covenants regarding confidentiality, non-disparagement, non-solicitation and non-competition. The non-solicitation and non-competition covenants apply during the term of Mr. Riley’s employment and for the 12-month period following his termination for any reason.

Saul Scherl

On March 3, 2021, the Company entered into an ~~executive's~~offer letter (the “March 2021 Offer Letter”) with Saul Scherl, which provided for Mr. Saul’s employment ~~is terminated~~as President, New York Tri-State Region, through December 31, 2022 (or such later date as mutually agreed upon by the parties). Pursuant to the March 2021 Offer Letter, Mr. Scherl’s base salary was $600,000 with an annual target bonus of $600,000, subject to satisfaction of overall Company and individual performance goals, and he was eligible for restricted stock awards.

Under the March 2021 Offer Letter, Mr. Scherl was eligible to receive a stock award with an issue date of December 31, 2022 in a value of up to $1,500,000 upon the achievement of one or more performance goals to be established by the Compensation Committee. On January 26, 2022, the Compensation Committee determined that these performance goals had been achieved and, in light of Mr. Scherl’s exemplary performance in 2021, granted an unrestricted stock award to Mr. Scherl in the amount of $1,500,000, with 100% of the total number of granted shares issued and vested on January 26, 2022 in full satisfaction of any rights under ~~any other circumstances,~~ the ~~terminated executive~~March 2021 Offer Letter with respect to such award under the Offer Letter.

The March 2021 Offer Letter expired on December 31, 2022. On February 10, 2023, the Company and Mr. Scherl entered into a new letter agreement (the “2023 Letter Agreement”). Under the 2023 Letter Agreement, the Company and Mr. Scherl agreed to Mr. Scherl’s continued employment as Senior Advisor, Seaport, through June 30, 2023 (the “Extension Term”). Under the 2023 Letter Agreement, Mr. Scherl will be entitled to receive or potentially receive during the ~~payments described above other than~~Extension Term: (i) his current base salary; and (ii) a discretionary bonus at a target of 100% of base salary based upon his and the ~~Severance Payment~~Company’s performance. Mr. Scherl’s salary and ~~outstanding equity awards that have not vested and are subject to forfeiture.~~

~~An executive is deemed to have been terminated without cause if~~bonus (if any) will be prorated based on his final employment date.

Upon the ~~Board (excluding~~termination of Mr. Scherl’s employment by the ~~executive if he is also a director) unanimously determines to terminate the executive~~Company for any reason, other ~~than:~~

•: than for cause or due to Mr. Scherl’s death or disability, or by Mr. Scherl for good reason, Mr. Scherl will be eligible to receive a cash payment in exchange for his then-outstanding time-based restricted stock awards, if any, determined using the fair market value of the shares on the applicable date of forfeiture, will continue to be eligible to vest in any outstanding performance-based restricted stock awards based on achievement of the applicable performance metrics, and would vest in any outstanding stock options. In addition, under his forms of equity award agreement, Mr. Scherl would be eligible to vest in any outstanding time-based restricted stock awards and performance-based restricted awards at the “target” level upon a termination of employment by reason of death or disability.

SEPARATION BENEFITS PLAN

Mr. Scherl is a participant under the Separation Benefits Plan. In connection with an involuntary termination by the Company, subject to the execution and non-revocation of a release of claims in favor of the Company, Mr. Scherl is entitled to a lump sum payment equal to 12 weeks of continued base salary payments plus an additional four weeks of continued base salary payments for each year of employment with the Company. The maximum severance payment under this plan was $461,538 in 2022.

Employment Agreements – Definitions

The following defined terms generally apply to the employment agreements of Messrs. O’Reilly, Cross, Olea and Riley.

■

“Cause” generally means, as determined in good faith by the board of directors, and where the Executive and the Executive’s counsel had an opportunity (on at least 15 days prior notice) to be heard before the

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board of directors, the Executive’s: (i) conviction, plea of guilty or no contest to any felony;

•

(ii) gross negligence or willful misconduct in the performance of his duties;

~~Table of Contents~~

•: (iii) drug addiction or habitual intoxication;
•: ~~willful~~ (iv) commission of fraud, embezzlement, misappropriation of funds, breach of fiduciary duty, material violation of law, or a material act of dishonesty against the ~~Company;~~
•: Company, in each case that the board of directors determines was willful; (v) material and continued breach of the employment agreement, after ~~written~~ notice for substantial performance is delivered by the ~~Company;~~
•: Company in writing that identifies in reasonable detail the manner in which the Company believes the Executive is in breach of this employment agreement; (vi) willful material breach of Company policy or code of conduct; or
•: (vii) willful and continued failure to substantially perform ~~his~~the Executive’s duties ~~other~~under the employment agreement (other than ~~as a result of~~such failure resulting from the ~~executive's~~Executive’s incapacity due to physical or mental ~~illness.~~

~~An executive~~illness), in each case, subject to certain cure periods by the Executive.

■

“Change in Control” generally means the occurrence of any of the following events: (i) the date that any one person, or more than one person acting as a group acquires ownership of stock in the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, subject to certain exceptions; (ii) the date that either (A) any one person, or more than one person acting as a group acquires ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company, subject to certain exceptions, or (B) a majority of the Board is ~~deemed~~replaced in a 12-month period (which is not endorsed by a majority of the Board); (iii) the occurrence of any of the transactions contemplated by (i) or (ii) above in which the common stock of the Company ceases to be publicly traded on a national securities exchange; or (iv) the date that any one person, or more than one person acting as a group acquires assets of the Company that have ~~terminated his employment for good reason if his termination is based on~~a total gross fair market value equal to or more than 60% of the total gross fair market value of all the assets of the Company immediately prior to such acquisition or acquisitions.

■

“Good Reason” generally means the occurrence of any of the following events without the ~~executive's~~Executive’s written consent:

•: (i) a material diminution in ~~his~~the Executive’s base compensation;
•: (ii) a material diminution in ~~his~~the Executive’s authority, duties or ~~responsibilities;~~
•: responsibilities or change in the ~~executive no longer reports directly to the Chief Executive Officer~~Executive’s reporting relationship; or ~~for Mr. Weinreb, the Board; or~~
•: (iii) any other action or inaction that constitutes a material breach by the Company of the ~~executive's~~ employment agreement.

~~Each of~~

Correne Loeffler (Former CFO)

Correne Loeffler served as the ~~executives has agreed during~~company's CFO until January 10, 2022 pursuant to an employment agreement entered into by the ~~term~~Company with Ms. Loeffler on April 5, 2021, effective upon her commencement of employment on April 19, 2021.

On February 3, 2022, in connection with the termination of Ms. Loeffler’s service as CFO and ~~for 12 months after his date of termination not to engage in any business competitive~~employment with the Company oreffective January 10, 2022 (the “Termination Date”), the Company and Ms. Loeffler entered into a separation and release agreement (the “Loeffler Separation Agreement”). The parties agreed to ~~solicit the Company's employees~~treat Ms. Loeffler’s departure as a termination without ~~the prior written consent~~“cause” under Ms. Loeffler’s Employment Agreement, and in lieu of the ~~Company.~~

~~Stock Awards~~

~~In March 2011,~~60-day notice period provided thereunder, the Company ~~granted Mr. Richardson~~paid Ms. Loeffler’s base salary through March 11, 2022, and permitted Ms. Loeffler to continue participating in the Company’s employee benefit plans through March 11, 2022.

As a ~~one-time award of 20,000 restricted shares of Company common stock~~result, in accordance with the ~~terms of his~~Separation Agreement and Ms. Loeffler’s former employment ~~agreement. In May 2011, the Company granted Mr. Riley~~agreement with us, Ms. Loeffler received a one-time award of 10,000 restricted shares of Company common stock in accordance with the terms of his employment agreement. Mr. Richardson's restricted shares vested in their entirety on March 28, 2016 and Mr. Riley's restricted shares vest in their entirety in May 2016. For additional information, see "Compensation Discussion and Analysis—Long Term Incentive Compensation."

~~Option Awards~~

In February 2011, the Company granted Mr. Curry an option to purchase 100,000 shares of common stock of the Company, which generally is not exercisable until January 1, 2017. The option granted to Mr. Curry was partseverance payment consisting of a ~~larger grant~~lump sum amount equal to: (i) her annual base salary of ~~option awards to new hires~~$500,000; (ii) her target annual cash bonus of $900,000; (iii) an annual cash bonus for fiscal 2021 of $720,000; and ~~employees that assisted the Company with the spin-off.~~

~~Table~~(iv) a prorated target annual cash bonus for fiscal 2022 of ~~Contents~~$172,603.

78 \ The Howard Hughes Corporation ● investor.howardhughes.com

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~~Outstanding Equity Awards at Fiscal Year-End~~

Executive Compensation

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information on the ~~holdings of stock options and restricted stock~~outstanding equity awards held by the ~~named executives~~NEOs at December 31, ~~2015.~~

2022.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(1) (#)		Market Value of Shares or Units of Stock That Have Not Vested* ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested* ($)
David O’Reilly
02/08/2021		—		—		—		—		4,764(3)		364,065		—		—
02/08/2021		—		—		—		—		—		—		2,382		182,032
11/30/2020		—		—		—		—		6,961(4)		531,960		—		—
11/30/2020		—		—		—		—		—		—		3,480		265,942
11/30/2020		—		17,965(5)		72.73		11/30/2030		—		—		—		—
02/12/2020		—		—		—		—		2,104(6)		160,788		—		—
02/12/2020		—		—		—		—		—		—		1,578		120,591
02/20/2019		—		—		—		—		1,042(7)		79,630		—		—
02/20/2019		—		—		—		—		—		—		1,563		119,444
L. Jay Cross
12/01/2020		—		—		—		—		5,568(4)		425,507		—		—
12/01/2020		—		—		—		—		—		—		2,784		212,753
12/01/2020		—		14,372(5)		74.76		12/01/2030		—		—		—		—
Carlos A. Olea
02/22/2022		—		—		—		—		1,688(6)		128,997		—		—
02/22/2022		—		—		—		—		—		—		2,279		174,161
02/08/2021		—		—		—		—		476(3)		36,376		—		—
02/08/2021		—		—		—		—		—		—		238		18,188
02/12/2020		—		—		—		—		239(7)		18,264		—		—
02/12/2020		—		—		—		—		—		—		179		13,679
02/20/2019		—		—		—		—		100(8)		7,642		—		—
02/20/2019		—		—		—		—		—		—		150		11,463
Peter F. Riley
02/22/2022		—		—		—		—		4,287(6)		327,613		—		—
02/22/2022		—		—		—		—		—		—		5,787		442,243
02/08/2021		—		—		—		—		2,541(3)		194,183		—		—
02/08/2021		—		—		—		—		—		—		1,271		97,130
02/12/2020		—		—		—		—		1,275(7)		97,436		—		—
02/12/2020		—		—		—		—		—		—		956		73,058
02/20/2019		—		—		—		—		695(8)		53,112		—		—
02/20/2019		—		—		—		—		—		—		1,042		79,630
Saul Scherl
02/22/2022		—		—		—		—		—		—		4,340		331,663
02/08/2021		—		—		—		—		—		—		953		72,828
12/28/2020		—		—		—		—		—		—		7,500		573,150
02/21/2019		—		—		—		—		2,006(8)		153,299		—		—
02/20/2019		—		—		—		—		434(8)		33,166		—		—
02/20/2019		—		—		—		—		—		—		651		49,749
01/25/2016		100,000		—		112.64		01/25/2026		—		—		—		—

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
David R. Weinreb
— — — — — — — —
Grant Herlitz

02/26/2015(1)
— — — — — — 10,121 1,145,292
02/26/2015(2)
— — — — — — 2,530 286,295
03/21/2014(1)
— — — — — — 6,945 785,896
03/21/2014(2)
— — — — — — 1,736 196,446
06/06/2013(1)
— — — — — — 9,097 1,029,417
06/06/2013(2)
— — — — — — 2,274 275,326
Andrew Richardson

—
—
—
—
—
02/26/2015(1)
— — — — — — 6,747 763,491
02/26/2015(2)
— — — — — — 1,687 190,901
03/21/2014(1)
— — — — — — 3,472 392,892
03/21/2014(2)
— — — — — — 868 98,223
06/06/2013(1)
— — — — — — 4,852 549,052
06/06/2013(2)
— — — — 1,213 137,263
03/28/2011(3)
— — — — — — 20,000 2,263,200
Peter Riley

02/26/2015(1)
— — — — — — 3,373 381,689
02/26/2015(2)
— — — — — — 843 95,394
03/21/2014(1)
— — — — — — 1,215 137,489
03/21/2014(2)
— — 304 34,401
06/06/2013(1)
— — — — — — 1,819 205,838
06/06/2013(2)
— — — — — — 455 51,488
05/02/2011(3)
— — — — — — 10,000 1,131,600
Christopher Curry

—
—
—
—
—
—
02/25/2015(1)
— — — — — — 1,606 181,735
02/25/2015(2)
— — — — — — 401 45,377
02/24/2014(1)
— — — — — — 1,762 199,388
02/24/2014(2)
— — — — — — 440 49,790
06/06/2013(1)
— — — — — — 3,000 339,480
06/06/2013(2)
— — — — — — 750 84,870
02/28/201(4)
— 100,000 57.77 02/28/2021 — — — —

~~(1)~~: ~~Reflects the total amount of restricted stock (time-based vesting) and the~~*

Pursuant to SEC rules, market value in these columns was determined by multiplying the number of ~~such~~shares of stock ~~based on a per share price of $113.16,~~by $76.42, the closing price of our common stock on December ~~31, 2015. The restrictions on~~30, 2022, the ~~shares~~last trading day of the year.

(1)

This column reflects outstanding grants of restricted stock granted in 2013 lapse on December 31, 2017, the restrictions on the shares of restricted stock granted in 2014 lapse on December 31, 2018 and the restrictions on the shares of restricted stock granted in 2015 lapse on December 31, 2019.(time-based vesting).

~~Table of Contents~~

(2): ~~Reflects~~

This column reflects the total amount of restricted stock (performance-based vesting) ~~and~~that, in the ~~value~~case of ~~such stock that~~performance-based awards granted prior to February 2022, vest depending upon the attainment of specified levels of ~~TSR.~~TSR (or, in the case of Mr. Scherl’s December 2020 award, based on the Company’s achievement of specific price levels over a five-year period). In the case of performance-based awards granted in February 2022, this column reflects the total amount of restricted stock (performance-based vesting) that vest at the level of 135% based upon the cumulative compounded annual TSR percentile

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relative to the TSR of certain other companies as described above as of December 31, 2022. The amount and value of restricted stock (performance-based vesting) reported are based on achieving the threshold performance ~~level.~~ level or percentile, as applicable. See Footnote 3 of the 2022 Grants of Plan-Based Awards table for additional information regarding the vesting of performance-based restricted stock.

(3)

These shares of restricted stock vest in five equal installments. Twenty percent vested on each of February 8, 2022 and December 31, 2022, and 20% will vest on each of December 31, 2023, December 31, 2024 and December 31, 2025.

(4)

These shares of restricted stock vest in five equal installments. Twenty percent vested on each of November 30, 2021 and November 30, 2022, and 20% will vest on each of November 30, 2023, November 30, 2024 and November 30, 2025.

(5)

These stock options cliff vest five years from the date of grant.

(6)

These shares of restricted stock vest in three equal installments. Twenty percent vested on February 22, 2023, and 20% will vest on each of December 31, 2023 and December 31, 2024.

(7)

These shares of restricted stock vest in five equal installments. Twenty percent vested on each of December 31, 2020, December 31, 2021, and December 31 2022, and 20% will vest on each of December 31, 2023 and December 31, 2024.

(8)

These shares of restricted stock vest in five equal installments. Twenty percent vested on each of December 31, 2020, December 31, 2021 and December 31, 2022, and 20% will vest on each of December 31, 2023 and December 31, 2024.

(9)

These shares of restricted stock vest in five equal installments. Twenty percent vested on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022, and 20% will vest on December 31, 2023.

80 \ The ~~market~~Howard Hughes Corporation ● investor.howardhughes.com

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2022 OPTION EXERCISES AND STOCK VESTED

The following table sets forth information regarding options exercised and stock awards vested during fiscal year 2022 with respect to our NEOs.

Option Awards

Stock Awards(1)

Name

Number of
Shares
Acquired on
Exercise
(#)

Value Realized
on Exercise
($)

Number of
Shares
Acquired on
Vesting
(#)

Value Realized
on Vesting
($)

David O’Reilly

–

8,574

679,303

L. Jay Cross

–

1,856

138,346

Carlos Olea

–

1,621

123,444

Peter Riley

–

13,683

925,815

Saul Scherl

–

26,018

2,243,491

Correne Loeffler

–

(1)

Represents the total vested amount and value of ~~such stock~~restricted shares. Value for each NEO is calculated based on ~~a per share price of $113.16,~~ the closing price of our common stock on ~~December 31, 2015. See Footnote 2 of the 2015 Grants of Plan-Based Awards table for information regarding~~ the vesting date of ~~restricted stock (performance-based vesting).~~

~~(3)~~

~~The restricted~~December 30, 2021 ($76.42), except: (a) (i) 2,320 shares ~~granted to~~for Mr. ~~Richardson vested on March 28, 2016, and~~O’Reilly, the ~~shares granted to Mr. Riley vest on May 2, 2016. The market~~ value of ~~the restricted stock~~which is calculated based on ~~a per share price of $113.16,~~ the closing price of our common stock on ~~December 31, 2015.~~

~~(4)~~

the applicable vesting date of November 30, 2022 ($74.54); (b) 1,856 shares for Mr. ~~Curry was granted an option to purchase 100,000 shares~~Cross, the value of which is calculated based on the closing price of our common stock on the applicable vesting date of December 1, 2022 ($75.15); (c) 16,661 shares for Mr. Scherl, the value of which is calculated based on the closing price of our common stock on the applicable award/vesting date of January 26, 2022 ($90.03); (d) (i) 158 shares for Mr. Olea, (ii) 846 shares for Mr. Riley, and (iii) 1,587 shares for Mr. Scherl, the value of which is calculated based on the closing price of our common stock on the applicable vesting date of February ~~28, 2011,~~8, 2022 ($94.34); and (e) 10,000 shares for Mr. Riley, the value of which ~~becomes exercisable~~is calculated based on ~~January 1, 2017. Upon death or permanent disability,~~ the ~~options will be deemed to vest at a rate~~closing price of ~~20% per year and~~our common stock on the ~~vested options will be immediately exercisable. Any or all of the options may become immediately exercisable upon retirement in the sole discretion of the Chief Executive Officer of the Company.~~

applicable vesting date November 8, 2022 ($62.92).

~~2015 Option Exercises and Stock Vested~~

~~None of the Named Executives exercised any options or had any restricted stock that vested during 2015.~~

~~Potential Payments Upon Termination or Change in Control~~

NONQUALIFIED DEFERRED COMPENSATION

The following table ~~summarizes~~sets forth information regarding the contributions and earnings credited to the accounts of the NEOs under the nonqualified deferred compensation plan in 2022 and plan balances as of December 31, 2022. The nonqualified deferred compensation plan was established in 2015. Although the Company has the flexibility to make discretionary contributions to the nonqualified deferred compensation plan, it has not made any such contributions. Each participant’s deferral account in the plan is credited or debited for gains and losses associated with his or her account’s notional (not actual) investment in investment options selected by the participant from a menu established from time to time by the Board (or a committee thereof). Participants are not provided with above-market or preferential earnings on their deferral accounts and are only entitled to receive distributions of their account balances in accordance with their deferral elections in effect from time to time and the terms of the plan. All amounts deferred by Mr. Riley under the plan were reflected in the summary compensation table for any year in respect of which he was a named executive officer.

Name

Executive
Contributions
in Last FY
($)

Registrant
Contributions
in Last FY
($)

Aggregate
Earnings
in Last FY
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
Last FYE
($)

David O’Reilly

–

L. Jay Cross

–

Carlos Olea

–

Peter F. Riley

168,000

–

(206,313)

–

1,096,128

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Name

Executive
Contributions
in Last FY
($)

Registrant
Contributions
in Last FY
($)

Aggregate
Earnings
in Last FY
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
Last FYE
($)

Saul Scherl

–

Correne Loeffler

–

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table reflects the estimated compensation and other benefits payable to each NEO (other than Ms. Loeffler) upon termination of employment, including in connection with a “change in control” of the Company.

The amounts shown in the table assume that the triggering event was effective as of December 31, 2022 and that the price of our common stock on which certain of the calculations are based was the closing price of $76.42 per share on December 30, 2022, the last trading day of the year. These amounts are estimates of the incremental amounts and benefits that would ~~have become~~be payable to each NEO upon each triggering event. The actual amounts to be paid out can only be determined at the ~~Named Executives (excluding Mr. Curry) assuming~~time of the triggering event, if any. The table does not include amounts that would be payable to Messrs. O’Reilly, Cross, Olea and Riley under each of their employment agreements in the event of termination due to the Company’s non-renewal of such employment agreements after the expiration of the initial term because none of the employment agreements had ~~terminated on~~expired as of December 31, ~~2015, given~~2022. As noted above, Mr. Riley’s termination of employment with the ~~executive officer's~~Company effective May 30, 2023 is being treated as a termination by the Company without cause for purposes of his severance entitlements. For additional information, see “Employment Agreements and Arrangements with the NEOs.”

Name and Benefit	Termination Without Cause or for Good Reason ($)		Death or Disability ($)		Termination Without Cause or for Good Reason in connection with Change in Control7 ($)
David O’Reilly
Cash Severance		3,750,000(1)		1,500,000(2)		6,000,000(3)
Equity Awards		3,496,097(4)		3,496,097(4)		3,496,097(4)
Total estimated value		7,246,097		4,996,097		9,496,097
L. Jay Cross
Cash Severance		4,650,000(1)		1,950,000(2)		7,350,000(3)
Equity Awards		1,158,542(4)		709,178(5)		1,158,542(4)
Total estimated value		5,808,542		2,659,178		8,508,542
Carlos Olea
Cash Severance		2,000,000(1)		750,000(2)		3,250,000(3)
Equity Awards		464,786(4)		464,786(4)		464,786(4)
Total estimated value		2,464,786		1,214,786		3,714,786
Peter Riley
Cash Severance		2,257,500(1)		840,000(2)		3,675,000(3)
Equity Awards		1,846,307(4)		1,328,485(4)		1,846,307(4)
Total estimated value		4,103,807		2,168,485		5,521,307
Saul Scherl
Cash Severance(6)		461,538		–		461,538
Equity Awards		2,751,273(4)		2,751,273(4)		2,751,273(4)
Total estimated value		3,212,811		2,751,273		3,212,811

82 \ The Howard Hughes Corporation ● investor.howardhughes.com

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(1)

Amount represents cash severance outside of a change in control as described under above under “Employment Agreements and Arrangements With The NEOs,” including (i) a cash payment equal to the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. For Mr. Riley, the amount does not include an estimate for the cost of his relocation to Dallas, TX (but not a purchase value of his house) as such estimate is not presently determinable with reasonable certainty, and it further assumes that the bonus for the year of termination will satisfy at least the threshold level of performance.

(2)

Amount represents a prorated target bonus for the year of termination.

(3)

Amount represents cash severance in connection with a change in control as described under above under “Employment Agreements And Arrangements With The NEOs,” including (i) a cash payment equal to two times the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. For Mr. Riley, the amount does not include an estimate for the cost of his relocation to Dallas, TX (but not a purchase value of his house) as such estimate is not presently determinable with reasonable certainty.

(4)

Amount represents accelerated vesting of time-based equity awards and the value of performance-based equity awards eligible to vest (assuming performance at the “target” level). (For Mr. Riley, in the case of death or disability, this amount does not include his post-2020 time-based equity awards, as further described above under “Employment Agreements And Arrangements With The NEOs.”) Acceleration of stock options is shown using their intrinsic (or “spread”) value, if any.

(5)

Amount represents the value of performance-based equity awards eligible to vest (assuming performance at the “target” level).

(6)

The amounts in this row represent cash severance payable to Mr. Scherl in connection with an involuntary termination by the Company pursuant to the Separation Benefits Plan.

(7)

For Messrs. O’Reilly, Cross, Olea and Riley, each of their employment agreements provides that ~~date. In addition,~~if the ~~following table summarizes the compensation~~NEO becomes entitled to receive or if he receives any payments and benefits that would become ~~payable~~subject to ~~each~~the excise tax under Section 4999 of the ~~Named Executives (excluding Mr. Curry) assuming that~~IRC (the “golden parachute” excise tax applicable in certain circumstances upon a change in control of the Company), the payments and benefits will be reduced such that the excise tax does not apply, unless he would be better off on an after-tax basis receiving all of the payments and benefits. For Mr. Scherl, the Separation Benefits Plan provides that if any of the payments or benefits provided or to be provided by the Company ~~had occurred on December 31, 2015.~~

~~In reviewing~~to Mr. Scherl pursuant to the Separation Benefits Plan or otherwise would be subject to the excise tax imposed under Section 4999 of the IRC the separation benefit will be reduced to the minimum extent necessary to ensure that no portion of the separation benefit is subject to the excise tax. The figures in the table ~~please note~~above disregard the ~~following:~~

•: ~~the amounts shown are the benefits payable under the Company's employment agreements~~potential impact of any potential reductions in connection with ~~Messrs. Weinreb, Herlitz, Richardson and Riley. For additional information regarding~~ these ~~employment agreements, see "Employment Agreements."~~
•: the cash severance payments payable under the Company's employment agreements with Messrs. Weinreb, Herlitz, Richardson and Riley include annual incentive compensation. In fiscal 2015, the compensation committeeprovisions.

PAY RATIO DISCLOSURE

We determined that ~~each of Messrs. Weinreb, Herlitz, Richardson and Riley achieved~~ the ~~maximum level of performance. For additional information~~

~~Table of Contents~~

~~regarding these~~2022 annual ~~incentive~~total compensation ~~see "Annual Incentive Compensation Plan" and "Employment Agreements."~~

Cash
Severance
($) Acceleration of
Equity Awards
($) Total
($)
David. R. Weinreb

Termination for any reason not in connection with a change in control
2,000,000 — 2,000,000
Termination without cause or for good reason in connection with a change in control
9,500,000 — 9,500,000
Grant Herlitz

Termination for any reason not in connection with a change in control
1,125,000 — 1,125,000
Termination without cause or for good reason in connection with a change in control
5,625,000 5,931,621 11,556,621
Andrew C. Richardson

Termination for any reason not in connection with a change in control
700,000 — 700,000
Termination without cause or for good reason in connection with a change in control
2,700,000 5,674,295 8,374,295
Peter F. Riley

Termination for any reason not in connection with a change in control
400,000 — 400,000
Termination without cause or for good reason in connection with a change in control
2,000,000 2,582,085 4,582,085

~~EQUITY COMPENSATION PLAN INFORMATION~~

~~As of December 31, 2015, the Incentive Plan was the only compensation plan under which securities~~ of the ~~Company~~median of all our employees who were ~~authorized for issuance. The following table provides information~~employed as of December 31, ~~2015 regarding~~2022 (other than the ~~Company's existing plan.~~

Plan Category
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights Weighted-average
exercise price of
outstanding options,
warrants and rights
($) Number of securities
remaining available for
future issuance under
equity compensation plans
Equity compensation plans approved by stockholders(1)
1,086,040 $ 77.11 $ 3,404,073

CEO) was $90,893. Mr. O’Reilly’s annual total compensation for 2022 was $2,565,250. Based on this information, for 2022, the ratio of the compensation of our CEO to the median annual total compensation of all other employees was approximately 28 to 1.

To identify the median compensated employee, we used Box 5, W-2 data for all individuals employed as of December 31, 2022, annualizing this data for those employees who joined the Company in 2022.

We believe our pay ratio presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by other companies.

Pay vs. Performance

As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of the Company’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value

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of our stockholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2022, 2021 and 2020.

	Summary Compensation Table Total for CEO ($)(1) (David O’Reilly)		Compensation Actually Paid to CEO ($)(2) (David O’Reilly)		Summary Compensation Table Total for CEO (Paul Layne) ($)(1)		Compensation Actually Paid to CEO ($)(2) (Paul Layne)		Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)		Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3)		Value of Initial Fixed $100 Investment Based on
Name			Compensation Actually Paid to CEO ($)(2) (David O’Reilly)				Compensation Actually Paid to CEO ($)(2) (Paul Layne)						Total Stockholder Return ($)		Peer Group Total Stockholder Return(4) ($)		Net Income (Loss) (thousand) ($)		Total Segment EBT (thousand) ($)(5)
2022		2,565,250		452,100		—		—		2,434,454		1,425,508		60.26		105.65		184,533		430,070
2021		3,851,162		4,835,249		—		—		2,073,652		2,616,212		80.27		143.02		56,100		296,657
2020		4,923,118		4,242,224		4,067,723		(3,215,717)		2,375,887		726,039		62.25		97.83		(26,154)		201,245

(1)

The dollar amounts reported are the amounts of total compensation reported for our current CEO, Mr. O’Reilly, in the Summary Compensation Table for fiscal years 2022 and 2021. For 2020, the amounts reported are the amounts of total compensation reported for Paul Layne, who served as CEO until September 17, 2020 and Mr. O’Reilly, who served as Interim Chief Executive Officer from September 17, 2020 until he was promoted to Chief Executive Officer on December 1, 2020.

(2)

The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”) as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or otherwise through the end of the reported fiscal year.

(3)

For 2022, reflects compensation information for our NEOs, other than our CEO, for 2022, as described in the CD&A of this proxy statement. For 2021, reflects compensation information for Mr. Cross, Mr. Riley, Mr. Scherl, and Ms. Loeffler. For 2020, reflects compensation information for Mr. Cross, Mr. Riley and Mr. Scherl.

(4)

Reflects ~~stock option and restricted stock grants~~cumulative total stockholder return of the S&P 500 Real Estate Index, as of December 31, 2022, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The S&P 500 Real Estate Index is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the ~~Incentive Plan.~~Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

(5)

See Annex A for additional information regarding Total Segment EBT.

To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEOs’ “Total” compensation as reported in the Summary Compensation Table (SCT) for the applicable year:

Year	Summary Compensation Table Total for CEO (David O’Reilly) ($)		Reported Value of Equity Awards for CEO (David O’Reilly) ($)(1)		Equity Award Adjustments for CEO (David O’Reilly) ($)(2)		Compensation Actually Paid to CEO (David O’Reilly) ($)
2022		2,565,250		—		(2,113,150)		452,100
2021		3,851,162		(1,286,662)		2,270,749		4,835,249
2020		4,923,118		(2,868,418)		2,187,524		4,242,224

Year	Summary Compensation Table Total for CEO (Paul Layne) ($)		Reported Value of Equity Awards for CEO (Paul Layne)		Equity Award Adjustments for CEO (Paul Layne) ($)(2)		Compensation Actually Paid to CEO (Paul Layne) ($)
2022		—		—		—		—
2021		—		—		—		—
2020		4,067,723		(765,939)		(6,517,501)		(3,215,717)

(1)

Represents the grant date fair value of ~~Contents~~the equity awards to our CEO, as reported in the “Stock Awards” and “Option Awards” columns in the SCT for each applicable year.

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Executive Compensation

(2)

Represents the year-over-year change in the fair value of equity awards to our CEO, as itemized in the table below. No awards vested in the year they were granted.

Fair Value of Equity Awards for CEO (David O’Reilly)	2022 ($)		2021 ($)		2020 ($)
As of year-end for awards granted during the year		—		1,392,177		2,902,431
Year-over-year increase (decrease) of unvested awards granted in prior years		(1,899,738)		801,118		(567,515)
Increase (decrease) from prior fiscal year-end for awards that vested during the year		(193,359)		77,454		(147,392)
Fair Value of Stocks and Options Forfeited during the year		(20,053)		—		—
Total Equity Award Adjustments		(2,113,150)		2,270,749		2,187,524

Fair Value of Equity Awards for CEO (Paul Layne)	2022 ($)		2021 ($)		2020 ($)
As of year-end for awards granted during the year		—		—		397,015
Year-over-year increase (decrease) of unvested awards granted in prior years		—		—		(2,746,157)
Increase (decrease) from prior fiscal year-end for awards that vested during the year		—		—		—
Fair Value of Stocks and Options Forfeited during the year		—		—		(4,168,359)
Total Equity Award Adjustments		—		—		(6,517,501)

To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers for each applicable year, as reported in the SCT for that year:

Year	Average Summary Compensation Table Total for Non-CEO NEOs ($)		Average Reported Value of Equity Awards for Non-CEO NEOs ($)(1)		Average Equity Award Adjustments for Non-CEO NEOs ($)(2)		Average Compensation Actually Paid to Non-CEO NEOs ($)
2022		2,434,454		(641,149)		(367,797)		1,425,508
2021		2,073,652		(300,210)		842,770		2,616,212
2020		2,375,887		(1,426,644)		(223,204)		726,039

(1)

Represents the average of the grant date fair value of the equity awards to our named executive officers (other than our CEO), as reported in the “Stock Awards” column in the SCT for each applicable year.

(2)

Represents the average of the year-over-year change in the fair value of equity awards to our named executive officers (other than our CEO), as itemized in the table below. No awards vested in the year they were granted.

Fair Value of Equity Awards for Non-CEO NEOs	2022 ($)		2021 ($)		2020 ($)
As of year-end for awards granted during the year		609,885		287,688		834,601
Year-over-year increase (decrease) of unvested awards granted in prior years		(789,064)		542,836		(865,360)
Increase (decrease) from prior fiscal year-end for awards that vested during the year		(48,178)		12,246		(29,253)
Fair Value of Stocks and Options Forfeited during the year		(140,440)		—		(163,192)
Total Equity Award Adjustments		(367,797)		842,770		(223,204)

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Executive Compensation

Pay-for-Performance Alignment

The following table identifies the five most important financial performance measures used by our Compensation Committee to link the CAP to our CEO and other NEOs in 2022, to company performance.

	Financial Performance Measures
	Total Segment EBT
	Operating Assets NOI
	Corporate Cash G&A
	MPC EBT
	Total Stockholder Return

The following charts on the following page reflect the CAP over the three-year period ended December 31, 2022 compared with the Company’s absolute and peer group TSR, Net Income and Total Segment EBT over the same period.

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Executive Compensation

CAP vs. Net Income (Loss)

CAP vs. Total Segment EBT

CAP vs. Total Stockholder Return

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Proxy Statement for the 2023 Annual Meeting of Stockholders / 87

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~~STOCKHOLDER PROPOSALS FOR 2017 ANNUAL MEETING OF STOCKHOLDERS~~

Stockholder Proposals for 2024 Annual
Meeting of Stockholders

In order to be included in the ~~Company's~~Company’s proxy materials for the ~~2017~~2024 annual meeting of stockholders, a stockholder proposal (other than director nominations) must be received in writing by the Company at The Howard Hughes Corporation, ~~One Galleria Tower, 13355 Noel Road, 22~~^nd ~~Floor, Dallas,~~9950 Woodloch Forest Dr., Suite 1100 The Woodlands, Texas ~~75240,~~77380, Attention: Corporate Secretary, by December ~~8, 2016,~~11, 2023, and otherwise comply with all requirements of the SEC for stockholder proposals.

If you do not wish to submit a proposal for inclusion in next ~~year's~~year’s proxy materials, but instead wish to present it directly at the 2024 annual meeting of stockholders,

you must give timely written notice of the proposal to the ~~Company's~~Company’s Corporate Secretary. To be timely, the notice (including a notice recommending a director candidate) must be delivered to the above address no earlier than the close of business 120 days (January ~~19, 2017)~~26, 2024 ) nor later than the close of business 90 days prior (February ~~18, 2017)~~25, 2024) to the first anniversary date of the preceding ~~year's~~year’s annual meeting. The notice must describe the stockholder proposal in reasonable detail and provide certain other information required by the ~~Company's~~Company’s by-laws. A copy of the ~~Company's~~Company’s by-laws is available upon request from the ~~Company's~~Company’s Corporate Secretary.

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~~OTHER MATTERS~~

Other Matters

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Company. All of the expenses involved in soliciting proxies for the Annual Meeting will be paid by the Company. We may reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for expenses reasonably incurred by them in sending proxy materials to beneficial owners of our common stock. The solicitation of proxies will be conducted primarily by mail, but may include telephone, email, or oral communications by directors, officers, or regular employees of the Company, acting without special compensation.

The Board is not aware of any other business that may be brought before the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is intended that the enclosed proxy will be voted in accordance with the judgment of the persons voting the proxy.


		By Order ~~of the Board of Directors,~~

		~~Peter R. Riley~~ ~~Senior Vice President, Secretary and General Counsel~~
		~~Dallas, Texas~~ ~~April 7, 2016~~

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~~DIRECTIONS TO ANNUAL MEETING~~

~~The Westin Galleria Dallas~~
~~13340 Dallas Parkway~~
~~Dallas, Texas 75240~~

•: ~~Follow Interstate 635 West~~
•: ~~Take the 22D Exit~~
•: ~~Take the Dallas Parkway North and get off on the Alpha Exit~~
•: ~~Turn right on Noel Road~~
•: ~~Take another right~~
•: ~~The hotel will be on the left~~

~~From West~~

•: ~~Take Interstate 635 East to Exit 22 D~~
•: ~~Follow the Dallas Parkway North~~
•: ~~Take the Alpha Exit~~
•: ~~Turn right on Noel Road~~
•: ~~Take another right~~
•: ~~The hotel will be on the left~~

~~From South~~

•: ~~Take Interstate 35 North to Interstate 75 North~~
•: ~~Follow Interstate 75 North to Interstate 635 East~~
•: ~~Take the 22D Exit~~
•: ~~Follow the Dallas Parkway North and get off on the Alpha Exit~~
•: ~~Turn right onto Noel Road~~
•: ~~Take another right~~
•: ~~The hotel will be on the left~~

~~From North~~

•: ~~Take Interstate 35 South to Interstate 45 South~~
•: ~~Follow Interstate 45 South to Interstate 75 South~~
•: ~~Follow Interstate 75 South to Interstate 635 East~~
•: ~~Take the 22D Exit~~
•: ~~Follow the Dallas Parkway North and get off on the Alpha Exit~~
•: ~~Turn right on Noel Road~~
•: ~~Take another right~~
•: ~~The hotel will be on the left~~

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~~ANNEX A~~

~~SECONDAMENDED AND RESTATED~~
~~CERTIFICATE OF INCORPORATION~~
OF
~~THE HOWARD HUGHES CORPORATION~~

The present name of the corporation is The Howard Hughes Corporation (the "Corporation"). The Corporation was incorporated under the name "Spinco, Inc." by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 1, 2010, which name was changed to "The Howard Hughes Corporation" by the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on October 8, 2010. This ~~Second~~ ~~Amended and Restated Certificate of Incorporation, which restates and integrates and also further amends the provisions of the Corporation'sAmended and RestatedCertificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL"). The~~ ~~Amended and Restated~~ ~~Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:~~

~~ARTICLE I~~

~~The name of the corporation (which is hereinafter referred to as the "Corporation") shall be The Howard Hughes Corporation.~~

~~ARTICLE II~~

The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of the Corporation's registered agent at such address is Corporation Service Company. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the "Board of Directors") may designate or as the business of the Corporation may from time to time require.

~~ARTICLE III~~

~~The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.~~

~~ARTICLE IV~~

A. ~~Classes and Number of Shares.~~ The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is Two Hundred Million (200,000,000) shares, consisting of (i) Fifty Million (50,000,000) shares of preferred stock, par value $0.01 per share (the "Preferred Stock"), and (ii) One Hundred Fifty Million (150,000,000) shares of common stock, par value $0.01 per share (the "Common Stock").

B. ~~Common Stock.~~ The holders of outstanding shares of Common Stock shall have the right to vote on all questions to the exclusion of all other stockholders, each holder of record of Common Stock being entitled to one vote for each share of Common Stock standing in the name of the stockholder on the books of the Corporation, except as may be provided in this Second Amended and Restated Certificate of Incorporation, as it may be amended from time to time (the "Certificate of Incorporation"), in a Preferred Stock Designation (as hereinafter defined), or as required by law.

C. ~~Preferred Stock.~~ The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate of designations pursuant to the applicable law of the State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and

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~~restrictions thereof. The authority~~ of the Board of Directors, ~~with respect~~

David O’Reilly
Chief Executive Officer

The Woodlands, Texas

April 10, 2023

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ANNEX A

Reconciliation of Non-GAAP Measures

Below are GAAP to ~~each series~~non-GAAP reconciliations of ~~Preferred Stock shall include,~~certain financial measures, as required under Regulation G of the Securities Exchange Act of 1934. Non-GAAP information should be considered by the reader in addition to, but not ~~be limited to, determination~~instead of, the ~~following:~~

~~(1)~~: The designation of the series, which may be by distinguishing number, letter or title.The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding).
~~(2)~~: Whether dividends, if any, shall be paid, and, if paid, the date or dates upon which, or other times at which, such dividends shall be payable, whether such dividends shall be cumulative or noncumulative, the rate of such dividends (which may be variable) and the relative preference in payment of dividends of such series.
~~(3)~~: ~~The redemption provisions and price or prices, if any, for shares of the series.~~
~~(4)~~: ~~The terms and amounts of any sinking fund or similar fund provided for the purchase or redemption of shares of the series.~~
~~(5)~~: ~~The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.~~
~~(6)~~: Whether the shares of the series shall be convertible into shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion price or prices, or rate or rates, any adjustments thereto, the date or dates on which such shares shall be convertible and all other terms and conditions upon which such conversion may be made.
~~(7)~~: ~~Restrictions on the issuance of shares of the same series or of any other class or series.~~
~~(9)~~: ~~The voting rights, if any, of the holders of shares of the series.~~

D. ~~Issuance of Rights to Purchase Securities and Other Property.~~ Subject to the express rights of the holders of any series of Preferred Stock, if any outstanding, but only to the extent expressly set forth in the Preferred Stock Designation with respect thereto, the Board of Directors is hereby authorized to create and to authorize and direct the issuance (on either a pro rata or a non-pro rata basis) by the Corporation of rights, options and warrants for the purchase of shares of capital stock of the Corporation or other securities of the Corporation, at such times, in such amounts, to such persons, for such consideration, with such form and content (including without limitation the consideration for which any shares of capital stock of the Corporation or other securities of the Corporation are to be issued) and upon such terms and conditions as it may, from time to time, determine upon, subject only to the restrictions, limitations, conditions and requirements imposed by the DGCL, other applicable laws and this Certificate of Incorporation.

~~ARTICLE V~~

~~In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation;~~~~provided, however~~, that any amendment, alteration, modification or repeal of a Bylaw or adoption of a new provision in the Bylaws, in each case by the stockholders, may provide that it cannot be further amended, altered, modified or repealed by the Board of Directors, in which case the Board of Directors shall not be authorized to further amend, alter, modify or repeal such Bylaw amendment or such new Bylaw provision.

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~~ARTICLE VI~~

A. Subject to the rights of the holders of any series of Preferred Stock, if any outstanding, as set forth in a Preferred Stock Designation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed by the Bylaws of the Corporation and may be increased or decreased from time to time in such a manner as may be prescribed by the Bylaws and the DGCL.

~~B. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.~~

C. Subject to the rights of the holders of any series of Preferred Stock, if any outstanding, with respect to the election of directors under specified circumstances, any director may be removed from office at any time~~, but only for cause and~~ only by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"), voting together as a single class.

D. Notwithstanding the foregoing provisions of this Article VI and any limitations contained in any Preferred Stock Designation, each director shall serve until such director's successor is duly elected and qualified or until such director's death, resignation or removal. No change in the number of directors constituting the Board of Directors shall shorten or increase the term of any incumbent director.

~~ARTICLE VII~~

The Corporation, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, shall indemnify and hold harmless any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative (a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability entity, joint venture, trust, other enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss (including judgments, fines and amounts paid in settlement) suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the foregoing sentence, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person (other than proceedings to enforce rights conferred by this Certificate of Incorporation or the Bylaws of the Corporation) only if the commencement of such proceeding was authorized in the specific case by the Board of Directors. To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, expenses (including attorneys' fees) incurred by a Covered Person in defending any proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized hereby. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation or its subsidiaries with the same (or lesser) scope and effect as the foregoing indemnification of directors and officers.

~~ARTICLE VIII~~

No director shall be personally liable either to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of any provision of this Certificate of Incorporation

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inconsistent with the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

~~ARTICLE IX~~

The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was a director, officer, employee or agent of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability, expense or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability, expense or loss under the provisions of the Bylaws of the Corporation or the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each such person shall be covered by such policy or policiesfinancial statements prepared in accordance with ~~its or their terms to the maximum extent of the coverage thereunder for any such person.~~

~~ARTICLE X~~

GAAP. The Corporation reserves the right at any time and from time to time to amend, modify or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware in force at such timenon-GAAP financial information presented may be ~~added~~determined or ~~inserted in the manner now or hereafter prescribed herein or~~calculated differently by ~~applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any~~ other ~~persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article X;~~~~provided, however~~, that any amendment, modification or repeal of Article VII or Article VIII of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder immediately prior to such amendment, modification or repeal.

~~ARTICLE XI~~

The Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine.

~~ARTICLE XII~~

Subject to the rights of the holders of any series of Preferred Stock as set forth in a Preferred Stock Designation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporationcompanies and may not be ~~effected by any consent in writing of such stockholders.~~

~~ARTICLE XIII~~

~~The Corporation shall not issue any class of non-voting equity securities unless and solely~~comparable to the extent permitted by Section 1123(a)(6) of title 11 of the United States Code (the "Bankruptcy Code") as in effect on the date of filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware;~~provided, however~~~~, that this Article XIII (a) will have no further force and effect~~

similarly titled measures.

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beyond that required under Section 1123(a)(6) of the Bankruptcy Code, (b) will have such force and effect, if any, only for so long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation and (c) in all events may be amended or eliminated from time to time in accordance with applicable law.

~~ARTICLE XIV~~

In addition to any votes required by applicable law and subject to the express rights of the holders of any series of Preferred Stock, if any outstanding, and notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least sixty-six and two-thirds percent (66²/3%) of the voting power of the then outstanding Voting Stock, voting together as a single class, shall be required to amend, modify or repeal any provision, or adopt any new or additional provision, in a manner inconsistent with Articles V, VII, XII and this Article XIV.

~~ARTICLE XV~~

It is in the best interests of the Corporation and its shareholders that certain restrictions on the transfer or other disposition of certain corporation securities, as relates to the preservation of certain tax attributes, be established as more fully set forth in this Article XV.

A.~~Certain Definitions~~.~~As ~~used in this Article XV, the following terms have the following respective meanings:~~~~

"Acquire" means the acquisition of ownership of Corporation Securities by any means, including, without limitation, (i) the exercise of any rights under any option, warrant, convertible security, pledge or other security interest or similar right to acquire shares, (ii) the entering into of any swap, hedge or other arrangement that results in the acquisition of any of the economic consequences of ownership of Corporation Securities, or (iii) any other acquisition or transaction treated under the applicable rules under Section 382 of the Code as a direct or indirect acquisition (including the acquisition of an ownership interest in a Substantial Holder), but shall not include the acquisition of any such rights unless, as a result, the acquirer would be considered an owner within the meaning of the United States federal income tax laws. The terms "Acquires" and "Acquisition" shall have the same meaning.

~~"Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and any reference to a section of the Code shall include any comparable successor provision.~~

"Corporation Securities" means (i) shares of Common Stock, (ii) shares of Preferred Stock (unless otherwise provided by the Board of Directors in connection with the issuance or reissuance of such shares), and (iii) warrants, rights or options (including within the meaning of Treasury Regulation Section 1.382-4(d)(8)) to purchase stock of the Corporation, but only to the extent such warrants, rights or options are treated as exercised pursuant to Treasury Regulation Section 1.382-4(d) or otherwise regarded as "stock" under general federal income tax principles.

"Investment Agreements" means (i) that certain Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between General Growth Properties, Inc. and REP Investments LLC, (ii) that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between General Growth Properties, Inc. and The Fairholme Fund and Fairholme Focused Income Fund and (iii) that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between General Growth Properties, Inc. and Pershing Square Capital Management, L.P., on behalf of Pershing Square L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd.; each as may be further amended or modified from time to time.

~~"Percentage Stock Ownership" means percentage stock ownership as determined in accordance with Treasury Regulation Section 1.382-2T(g), (h) (without regard to the rule that treats stock of an~~

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~~entity as to which the constructive ownership rules apply as no longer owned by that entity), (j) and (k).~~

"Person" means an individual, corporation, estate, trust, association, limited liability company, partnership, joint venture or similar organization or "entity" within the meaning of Treasury Regulation Section 1.382-3.

"Plan of Reorganization" means the bankruptcy plan of reorganization of General Growth Properties, Inc. and its subsidiaries pursuant to which the Common Stock of the Corporation is distributed to, among others, the shareholders of General Growth Properties, Inc.

~~"Prohibited Acquisition" means any purported Acquisition of Corporation Securities to the extent that such Acquisition is prohibited and/or void under this Article XV.~~

"Restriction Release Date" means the earlier of (i) the first day after the date on which a majority of the Board of Directors determines that the restrictions contained in this Article XV are no longer necessary for the preservation of the Tax Benefits, (ii) the first day after the date on which a majority of the Board of Directors determines that it is no longer in the best interests of the Corporation and the shareholders for the restrictions contained in this Article XV to continue to apply, (iii) November 10, 2013 or (iv) the repeal of Section 382 of the Code.

"Substantial Holder" means a Person holding Corporation Securities representing a Percentage Stock Ownership (including indirect ownership, as determined under applicable Treasury Regulations) in any class of Corporation Securities of at least 4.99%.

"Tax Benefits" means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any "net unrealized built-in loss" within the meaning of Section 382 of the Code, of the Corporation or any direct or indirect subsidiary thereof.

~~"Treasury Regulation" means a Treasury regulation promulgated under the Code.~~

B.~~Restrictions.~~

~~(1)~~~~Except as provided in paragraph C of this Article XV, no Person shall be permitted to make an Acquisition and any such purported Acquisition will be~~~~void ab initio~~, (i) to the extent that after giving effect to such purported Acquisition the purported transferee or a Person related to the purported transferee would become a Substantial Holder and such purported Acquisition would decrease the purported transferor's Percentage Stock Ownership of Corporation Securities, or (ii) if such Person is a Substantial Holder and such purported Acquisition would increase such Substantial Holder's Percentage Stock Ownership of Corporation Securities;~~provided, however~~, that nothing in this Article XV shall apply to any Acquisition pursuant to which the acquiring Person owns at least 80% (or such other lesser amount as may be required from time to time to conduct a merger in accordance with Section 253 of the DGCL) of the Voting Stock. The prior sentence is not intended to prevent the Corporation Securities from being DTC-eligible and shall not preclude the settlement of any transactions in the Corporation Securities entered into through the facilities of a national securities exchange, but such transaction, if prohibited by the prior sentence, shall nonetheless be a Prohibited Acquisition.

~~(2)~~The Corporation may require as a condition to the registration of the Acquisition of any Corporation Securities or the payment of any distribution on any Corporation Securities that the proposed acquirer or payee furnish to the Corporation the information reasonably necessary to allow the Corporation to determine whether a transaction would constitute a Prohibited Acquisition (including with respect to all the direct or indirect ownership interests in such Corporation Securities). The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement this

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Article XV, including, without limitation, authorizing such transfer agent to require an affidavit from a purported transferee regarding such Person's actual and constructive ownership of Corporation Securities and other evidence that an Acquisition will not be prohibited by this Article XV as a condition to registering any Acquisition.

C.~~Certain Exceptions.~~The restrictions set forth in paragraph B of this Article XV shall not apply to (i) a proposed Acquisition if the transferor or the transferee, upon providing at least twenty (20) days prior written notice of such proposed Acquisition to the Board of Directors, obtains the written consent to the proposed Acquisition from a majority of the Board of Directors, (ii) a proposed Acquisition that is made as part of (A) a tender or exchange offer by the Corporation to purchase Corporation Securities, (B) a purchase program effected by the Corporation on the open market and not the result of a privately-negotiated transaction, (C) any optional or required redemption of a Corporation Security pursuant to the terms of such security, or (D) the acquisition of any capital stock or other equity interest or exercise of any subscription right or warrant or option issued pursuant to or contemplated by the Plan of Reorganization or the Investment Agreements, or (iii) an Acquisition after the Restriction Release Date. In determining whether to grant its consent to a proposed Acquisition, the Board of Directors is permitted, but not required, to assume, among other things, that any shares held by a Substantial Holder will shortly be sold and to take into account potential capital transactions in which the Corporation may seek to engage in the future (whether or not currently under consideration). As a condition to granting its consent, the Board of Directors may, in its discretion, require (at the expense of the transferor and/or transferee) such representations from the transferor and/or transferee or such opinions of counsel to be rendered by counsel selected by the Board of Directors, in each case as to such matters as the Board of Directors determines.

D.~~Treatment of Excess Securities.~~

~~(1)~~No employee or agent of the Corporation shall record any Prohibited Acquisition, and the purported acquirer in a Prohibited Acquisition (the "Purported Acquirer") shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited Acquisition (the "Excess Securities"). The Purported Acquirer shall not be entitled with respect to such Excess Securities to any rights of stockholders of the Corporation, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, but, once the Excess Securities have been acquired in an Acquisition that is not a Prohibited Acquisition, such Corporation Securities shall cease to be Excess Securities.

~~(2)~~~~If the Board of Directors determines that a Prohibited Acquisition has been recorded by an agent or employee of the Corporation, such recording and the Prohibited Acquisition shall be void~~~~ab initio~~ and have no legal effect and, upon written demand by the Corporation, the Purported Acquirer shall transfer or cause to be transferred any certificate or other evidence of ownership or proceeds from the resale by such Purported Acquirer of the Excess Securities within the Purported Acquirer's possession or control, together with any dividends or other distributions that were received by the Purported Acquirer from the Corporation with respect to the Excess Securities (the "Prohibited Distributions"), to an agent designated by the Board of Directors (the "Agent"). The Agent shall thereupon sell to a buyer or buyers the Excess Securities transferred to it in one or more arm's-length transactions (including over a national securities exchange on which the Corporation Securities may be traded, if possible);~~provided, however~~, that the Agent, in its sole discretion, shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent's discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities;~~provided, further~~,~~however~~, that if the Agent holds any Excess Securities constituting Voting Stock on or after the record date for any vote of the stockholders, the Agent shall vote all such securities in connection with such vote in accordance with the recommendation of the Designated Proxy Firm and shall abstain if no such

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recommendation has been made. For the purposes of this subsection (2), the "Designated Proxy Firm" means Institutional Shareholder Services Inc. or any successor thereto or a nationally recognized proxy advisory firm designated by the vote of a majority of the independent members of the Board of Directors in their discretion from time to time;~~provided, however~~, that the independent members of the Board of Directors shall not designate a Designated Proxy Firm after the date on which a meeting of stockholders has been called until after such meeting has been held;~~provided, further, however~~ that if such meeting has been adjourned, no designation of a Designated Proxy Firm shall occur until after the date on which such adjourned meeting has been held. The Purported Acquirer shall be deemed to have given, as of the close of business on the business day prior to the date of the Prohibited Acquisition that results in the transfer of the Excess Securities to the Agent, an irrevocable proxy to the Trustee to vote the Excess Securities constituting shares of Voting Stock in accordance with this subsection (2). If the Purported Acquirer has resold the Excess Securities before receiving the Corporation's demand to surrender the Excess Securities to the Agent, the Purported Acquirer shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Acquirer to retain a portion of such sales proceeds not exceeding the amount that the Purported Acquirer would have received from the Agent pursuant to paragraph D(3) of this Article XV if the Agent, rather than the Purported Acquirer, had resold the Excess Securities; or

~~(3)~~The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Acquirer had previously resold the Excess Securities, any amounts received by it from a Purported Acquirer, as follows:

~~(a)~~~~first~~~~, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder;~~

~~(b)~~~~second~~, any remaining amounts shall be paid to the Purported Acquirer, up to the amount paid by the Purported Acquirer for the Excess Securities (or in the case of any Prohibited Acquisition by gift, devise or inheritance or any other Prohibited Acquisition without consideration, the fair market value, (1) calculated on the basis of the closing market price for the Corporation Securities on the day before the Prohibited Acquisition, or (2) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system on the day before the Prohibited Acquisition or, if none, on the last preceding day for which such quotations exist, or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the counter market, then as determined in good faith by the Board of Directors, which amount (or fair market value) shall be determined at the discretion of the Board of Directors); and

~~(c)~~~~third~~, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (or any comparable successor provision) ("Section 501(c)(3)") selected by the Board of Directors;~~provided, however~~, that if the Excess Securities (including any Excess Securities arising from a previous Prohibited Acquisition not sold by the Agent in a prior sale or sales) represent a 4.99% or greater Percentage Stock Ownership interest in the Corporation, then such remaining amounts shall be paid to two or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors such that no organization qualifying under Section 501(c)(3) of the Code shall possess Percentage Stock Ownership in the Corporation in excess of 4.99%.

The recourse of any Purported Acquirer in respect of any Prohibited Acquisition shall be limited to the amount payable to the Purported Acquirer pursuant to clause (b) above. Except as may be required by

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~~law, in no event shall the proceeds of any sale of Excess Securities pursuant to this Article XV inure to the benefit of the Corporation.~~

~~(4)~~If the Purported Acquirer fails to surrender the Excess Securities (as applicable) or the proceeds of a sale thereof to the Agent within thirty (30) days from the date on which the Corporation makes a demand pursuant to paragraph D(2) of this Article XV, then the Corporation shall use its best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender.

~~(5)~~Notwithstanding any other provision this paragraph D, where a Prohibited Acquisition occurs between Persons identified by the Corporation, the Corporation may require that the Prohibited Acquisition be rescinded;~~provided~~, that the Purported Acquirer derives no net benefit from the Prohibited Acquisition and its rescission or any net benefit is treated in accordance with clause (c) of paragraph D(3). The Corporation may institute legal proceedings to force a rescission pursuant to this paragraph D(5).

~~(6)~~In the event of any Acquisition which does not involve a transfer of Corporation Securities but which would cause a Substantial Holder to violate a restriction on Acquisition provided for in Article XV, the application of this paragraph D shall be modified as described in this paragraph D(6). In such case, no such Substantial Holder shall be required to dispose of any interest that is not a Corporation Security, but such Substantial Holder and/or any Person whose ownership of Corporation Securities is attributed to such Substantial Holder shall be deemed to have disposed of and shall be required to dispose of sufficient Corporation Securities (which Corporation Securities shall be disposed of in the inverse order in which they were acquired) to cause such Substantial Holder, following such disposition, not to be in violation of this Article XV. Such disposition shall be deemed to occur simultaneously with the Purported Acquisition giving rise to the application of this provision, and the number of Corporation Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of as provided in paragraph D(2);~~provided, however~~, that the maximum aggregate amount payable either to such Substantial Holder or to such other Person that was the direct holder of such Excess Securities in connection with such sale shall be the fair market value of such Excess Securities at the time of the Purported Acquisition. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such Substantial Holder or such other Person. The purpose of this paragraph D(6) is to make clear the remedy for situations in which there is a Prohibited Acquisition without a direct Acquisition of Corporation Securities, and this paragraph D(6), along with the other provisions of this Article XV, shall be interpreted to produce the same results, with differences as the context requires, as a direct Acquisition of Corporation Securities.

E.~~Bylaws, Legends, etc.~~

~~(1)~~~~The Bylaws may make appropriate provisions to effectuate the requirements of this Article XV.~~

~~(2)~~~~Until the Restriction Release Date, all certificates representing Corporation Securities during the effectiveness of this Article XV shall bear a conspicuous legend as follows:~~

THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO OWNERSHIP RESTRICTIONS PURSUANT TO ARTICLE XV OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE HOWARD HUGHES CORPORATION WILL FURNISH A COPY OF ITS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO THE HOLDER OF RECORD OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.

~~(3)~~~~The Corporation shall have the power to make appropriate notations upon its stock transfer records and instruct any transfer agent, registrar, securities intermediary or depository with respect to~~

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~~the requirements of this Article XV for any uncertificated Corporation Securities or Corporation Securities held in an indirect holding system.~~

~~(4)~~The Board of Directors shall have the power to determine all matters necessary for determining compliance with this Article XV, including, without limitation, determining (A) the identification of Substantial Holders, (B) whether an Acquisition is a Prohibited Acquisition, (C) the Percentage Stock Ownership of any Substantial Holder or other Person, (D) whether an instrument constitutes a Corporation Security, (E) the amount (or fair market value) due to a Purported Acquirer pursuant to clause (b) of paragraph D(3) of this Article XV, and (F) any other matters which the Board determines to be relevant. The good faith determination of the Board on such matters shall be conclusive and binding for the purposes of this Article XV. Without limiting the generality of the foregoing, in the event of a change in law or Treasury Regulations making one or more of the following actions necessary or desirable, the Board of Directors may (i) modify the specific application of the transfer restrictions set forth in this Article XV, or (ii) modify the definitions of any terms set forth in this Article XV;~~provided~~, that a majority of the Board of Directors shall determine in writing that such acceleration, extension, change or modification is reasonably necessary or advisable to preserve the Tax Benefit under the Code and the regulations thereunder or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefit.

~~(5)~~The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article XV without any requirement of the posting of a bond in connection therewith or any related appellate proceeding and each holder of Corporation Securities is deemed to have waived any right to require the posting of any such bond.

~~(6)~~No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board, as the case may be, except to the extent specifically waived in writing.

F.~~Damages.~~Any Person subject to the provisions of this Article XV who knowingly violates or any Person who knowingly causes a stockholder of the Corporation under such Person's control and subject to the provisions of this Article XV to knowingly violate the provisions of this Article XV shall be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages suffered as a result of ~~such violation,~~our four segments—Operating Assets, Master Planned Communities (MPC), Seaport and Strategic Developments—being managed separately, we use different operating measures to assess operating results and allocate resources among these four segments. The one common operating measure used to assess operating results for our business segments is earnings before tax (EBT). EBT, as it relates to each business segment, represents the revenues less expenses of each segment, including ~~but~~interest income, interest expense and equity in earnings of real estate and other affiliates. EBT excludes corporate expenses and other items that are not ~~limited~~allocable to ~~damages resulting from a reduction in, or elimination~~the segments. We present EBT because we use this measure, among others, internally to assess the core operating performance of ~~the Corporation's ability to utilize its Tax Benefits, and attorneys' and auditors' fees incurred in connection with such violation.~~

G.~~Reliance.~~The Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer or the chief accounting officer of the Corporation or of the Corporation's legal counsel, independent auditors, transfer agent, investment bankers or other employees and agents in making the determinations and findings contemplated by this Article XV, and the members of the Board of Directors shallour assets. However, segment EBT should not be ~~responsible~~considered as an alternative to GAAP net income.

~~A reconciliation between EBT and Net income is presented below:~~

thousands Operating
Assets
Segment
MPC
Segment
Seaport
Segment Strategic
Developments
Segment Total
Year ended December 31, 2022
Total revenues $ 431,834 $ 408,365 $ 88,468 $ 679,763 $ 1,608,430
Total operating expenses (194,496) (173,905) (104,393) (504,036) (976,830)
Segment operating income (loss) 237,338 234,460 (15,925) 175,727 631,600
Depreciation and amortization (154,626) (394) (36,338) (5,319) (196,677)
Interest income (expense), net (89,959) 50,305 3,902 17,073 (18,679)
Other income (loss), net (1,140) 23 245 1,799 927
Equity in earnings (losses) from unconsolidated ventures 22,263 (1,407) (36,273) 868 (14,549)
Gain (loss) on sale or disposal of real estate and other assets, net 29,588 — — 90 29,678
Gain (loss) on extinguishment of debt (2,230) — — — (2,230)
Segment EBT $ 41,234 $ 282,987 $ (84,389) $ 190,238 $ 430,070
Corporate income, expenses and other items (245,434)
Net income (loss) 184,636
Net (income) loss attributable to noncontrolling interests (103)
Net income (loss) attributable to common stockholders $ 184,533

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thousands
Operating
Assets
Segment(a)

MPC
Segment
Seaport
Segment Strategic
Developments
Segment Total
Year Ended December 31, 2021
Total revenues $ 442,698 $ 409,746 $ 55,008 $ 520,109 $ 1,427,561
Total operating expenses (209,020) (193,851) (77,198) (436,698) (916,767)
Segment operating income (loss) 233,678 215,895 (22,190) 83,411 510,794
Depreciation and amortization (163,031) (366) (30,867) (6,512) (200,776)
Interest income (expense), net (75,391) 42,683 357 3,701 (28,650)
Other income (loss), net (10,746) — (3,730) 2,536 (11,940)
Equity in earnings (losses) from unconsolidated ventures (67,042) 59,399 (1,988) (221) (9,852)
Gain (loss) on sale or disposal of real estate and other assets, net 39,168 — — 13,911 53,079
Gain (loss) on extinguishment of debt (1,926) (1,004) — — (2,930)
Provision for impairment — — — (13,068) (13,068)
Segment EBT $ (45,290) $ 316,607 $ (58,418) $ 83,758 $ 296,657
Corporate income, expenses and other items (247,733)
Net income (loss) 48,924
Net (income) loss attributable to noncontrolling interests 7,176
Net income (loss) attributable to common stockholders $ 56,100

(a)

~~Total revenues includes hospitality revenues of $35.6 million for ~~any good faith errors made in connection therewith.~~~~

H.~~Severability~~.Any provision in this Article XV which is judicially determined to be prohibited, invalid or otherwise unenforceable (whether on its face or as applied to a particular stockholder, transferee or Acquisition) under the ~~laws~~year ended December 31, 2021. Total operating expenses includes hospitality operating costs of $30.5 million for the State of Delaware shall be ineffective to the extent of such prohibition, invalidity or unenforceability without prohibiting, invalidating or rendering unenforceable the remaining provisions of this Article XV and of this Certificate of Incorporation, which shall be thereafter interpreted as if the prohibited, invalid or unenforceable part had been reformed to the extent required to be valid, legal and enforceable, and, to the maximum extent possible, in a manner consistent with preserving the Corporation's use of the Tax Benefits without any Code Section 382 limitation.

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I.~~Waiver of Restrictions.~~Upon the occurrence of the Restriction Release Date, the Board of Directors shall promptly cause the Corporation to (i) announce waiver of the restrictions in paragraph B of this Article XV by press release and the filing of a Current Report on Form 8-K with the Securities and Exchange Commission and (ii) following the delivery by any stockholder toyear ended December 31. 2021. In September 2021, the Company completed the sale of a certificate representing Corporation Securities legended in accordance with paragraph E(2) of this Article XV, deliver or cause to be delivered to such stockholder a certificate representing such Corporation Securities that is free from such legend.

~~This Second Amended and Restated Certificate of Incorporation shall become effective~~~~at 9:31 a.m. ET on November 9, 2010upon filing with the Secretary of State of the State of Delaware.~~

~~IN WITNESS WHEREOF, the Corporation has caused thisSecondAmended and Restated Certificate of Incorporation to be signed by~~ its~~Interim Chief Financial Officer this 9th day of November, 2010.Senior Vice President, Secretary and General Counsel on this~~~~[INSERT DATE]~~

three hospitality properties.


		~~THE HOWARD HUGHES CORPORATION~~
		~~/s/~~ ~~Rael DiamondPeter F. Riley~~

		~~Name:~~ ~~Rael DiamondPeter F. Riley~~
		~~Its: Interim Chief Financial OfficerIts: Senior Vice President, Secretary and General Counsel~~

~~SIGNATURE PAGE TO THESECONDAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE HOWARD HUGHES CORPORATION~~

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~~ANNEX B~~

~~Supplemental Information~~

~~December 31, 2015~~

Adjusted net income is a non-GAAP measure that excludes depreciation and amortization and non-cash warrant liability and tax indemnity receivable gains and losses. The presentation of net income excluding these items is consistent with other companies in the real estate business who also typically report an earnings measure that excludes non-cash depreciation and amortization. The tax indemnity receivable was settled in the fourth quarter 2014 and is not a component of our net income beginning in 2015.

Year Ended
December 31,
Reconciliation of Adjusted Net Income to Net Income
attributable to common stockholders (in thousands)
2015 2014
Adjusted Net Income (loss)
$ 132,747 $ 147,367
Depreciation and amortization (net of tax)
(64,348 ) (36,373 )
Warrant liability gain (loss)
58,320 (60,520 )
Loss on settlement of tax indemnity receivable
— (74,095 )
Increase in tax indemnity receivable
— 90

Net income attributable to common stockholders
$ 126,719 $ (23,531 )

~~Operating Assets~~ Net Operating Income

~~The Company believes~~ (NOI)

We believe that NOI is a useful supplemental measure of the performance of our Operating Assets portfolio because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in rental and occupancy ~~rates, rental~~ rates and operating costs. We define NOI as operating revenues (rental income, tenant recoveries and other ~~income)~~revenue) less operating expenses (real estate taxes, repairs and maintenance, marketing and other property ~~expenses)~~expenses, including our share of NOI from equity investees). NOI ~~also~~ excludes ~~straight line~~straight-line rents and amortization of tenant incentives, ~~amortization, net~~net; interest expense, net; ground rent amortization, demolition ~~costs, amortization, depreciation,~~costs; other income (loss); amortization; depreciation; development-related marketing ~~costs~~cost; gain on sale or disposal of real estate and other assets, net; provision for impairment and equity in earnings from ~~Real Estate~~real estate and ~~Other Affiliates.~~

other affiliates. All management fees have been eliminated for all internally managed properties. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that property-specific factors such as lease structure, lease rates and tenant base ~~which vary by property,~~ have on our operating results, gross margins and investment returns.

Variances between years in NOI typically result from changes in rental rates, occupancy, tenant mix and operating expenses. Although we believe that NOI provides useful information to ~~the~~ investors about the performance of our Operating Assets due to the exclusions noted above, NOI should only be used as an ~~alternative~~additional measure of the financial performance of ~~such~~the assets of this segment of our business and not as an alternative to GAAP ~~net~~Net income (loss).

~~Table~~ For reference, and as an aid in understanding our computation of ~~Contents~~NOI, a reconciliation of segment EBT to NOI for Operating Assets has been presented in the tables below.

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	Year Ended December 31,
thousands	2022			2021
Operating Assets segment EBT		$	41,234		$	(45,290)
Add back:
Depreciation and amortization			154,626			163,031
Interest (income) expense, net			89,959			75,391
Equity in (earnings) losses from real estate and other affiliates			(22,263)			67,042
(Gain) loss on sale or disposal of real estate and other assets, net			(29,588)			(39,168)
(Gain) loss on extinguishment of debt			2,230			1,926
Impact of straight-line rent			(11,241)			(14,715)
Other			827			10,449
Operating Assets NOI		$	225,784		$	218,666
Company’s Share NOI – Equity Investees			9,061			4,081
Distributions from Summerlin Hospital Investment			4,638			3,755
Total Operating Assets NOI		$	239,483		$	226,502

Cash G&A

The Company defines Cash G&A as General and administrative expense less non-cash stock compensation expense. Cash G&A is a non-GAAP financial measure that we believe is useful to our investors and other users of our financial statements as an indicator of overhead efficiency without regard to non-cash expenses associated with stock compensation. However, it should not be used as an alternative to general and administrative expenses in accordance with GAAP.

	Year Ended December 31,
thousands	2022			2021
General and Administrative
General and administrative (G&A)		$	81,772		$	81,990
Less: Non-cash stock compensation			(5,355)			(9,886)
Cash G&A		$	76,417		$	72,104

Condo Gross Profit

	Year Ended December 31,
thousands	2022
Condo Gross Profit
Condominium rights and unit sales		$	677,078
Adjusted condominium rights and unit cost of sales (a)			(481,270)
Condo adjusted gross profit		$	195,808

(a)

Excludes $2.7 million charge in the second quarter of 2022 for the estimated costs related to construction defects at the Waiea tower.

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ANNEX B

Reconciliation of Operating Assets NOI ~~and REP EBT~~

Year Ended
December 31,

(In thousands)
2015 2014 Changes
Retail

Columbia Regional(a)
$ 1,342 $ 268 $ 1,074
Cottonwood Square
677 647 30
Creekside Village Green(b)
824 — 824
Downtown Summerlin(b)
10,117 810 9,307
Hughes Landing Retail(b)
1,468 — 1,468
1701 Lake Robbins(c)
399 185 214
Landmark Mall(d)
(347 ) 953 (1,300 )
Outlet Collection at Riverwalk(e)
6,450 528 5,922
Park West(f)
1,812 2,058 (246 )
Ward Village(g)
25,566 24,255 1,311
20/25 Waterway Avenue
1,883 1,505 378
Waterway Garage Retail
690 809 (119 )

Total Retail
50,881 32,018 18,863

Office

10 - 70 Columbia Corporate Center(h)
12,375 2,351 10,024
Columbia Office Properties
450 496 (46 )
One Hughes Landing(i)
5,262 4,443 819
Two Hughes Landing(j)
4,489 157 4,332
1725 Hughes Landing Boulevard(b)
(208 ) — (208 )
1735 Hughes Landing Boulevard(b)
(34 ) — (34 )
2201 Lake Woodlands Drive(k)
(144 ) 141 (285 )
9303 New Trails
1,898 1,860 38
110 N. Wacker
6,100 6,077 23
One Summerlin(b)
(206 ) — (206 )
3831 Technology Forest Drive(l)
1,956 (1 ) 1,957
3 Waterway Square
6,288 6,181 107
4 Waterway Square
5,766 5,756 10
1400 Woodloch Forest
1,621 1,191 430

Total Office
45,613 28,652 16,961

Hughes Landing Hotel(b)
(25 ) — (25 )
85 South Street(m)
494 (188 ) 682
Millennium Waterway Apartments(n)
4,169 4,386 (217 )
One Lakes Edge(b)
982 — 982
The Woodlands Resort & Conference Center(o)
10,560 6,092 4,468

Total Retail, Office, Multi-family, Hospitality
112,674 70,960 41,714

The Woodlands Ground leases(p)
1,190 458 732
The Woodlands Parking Garages
(508 ) (598 ) 90
Other Properties
3,857 2,116 1,741

Total Other
4,539 1,976 2,563

Operating Assets NOI—Consolidated and Owned
117,213 72,936 44,277

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Year Ended
December 31,

(In thousands)
2015 2014 Changes
Redevelopments

South Street Seaport(b)
(2,692 ) (593 ) (2,099 )

Total Operating Asset Redevelopments
(2,692 ) (593 ) (2,099 )
Dispositions

The Club at Carlton Woods(b)
(942 ) (4,410 ) 3,468
Rio West Mall
— 77 (77 )

Total Operating Asset Dispositions
(942 ) (4,333 ) 3,391

Total Operating Assets NOI—Consolidated
113,579 68,010 45,569

Straight-line lease amortization(q)
7,391 1,064 6,327
Demolition costs
(2,675 ) (6,712 ) 4,037
Development-related marketing costs
(9,747 ) (9,770 ) 23
Depreciation and amortization
(89,075 ) (49,272 ) (39,803 )
Write-off of lease intangibles and other
(671 ) (2,216 ) 1,545
Other income, net
524 — 524
Equity in earnings from Real Estate and Other Affiliates
1,883 2,025 (142 )
Interest, net
(31,111 ) (16,930 ) (14,181 )

Total Operating Assets REP EBT(r)
$ (9,902 ) $ (13,801 ) $ 3,899

Year Ended
December 31,

2015 2014 Change
Operating Assets NOI—Equity and Cost Method Investments

Millennium Woodlands Phase II
$ 1,414 $ (84 ) $ 1,498
Stewart Title Company
2,007 2,659 (652 )
Summerlin Baseball Club
305 (153 ) 458
The Metropolitan Downtown Columbia(b)
1,194 — 1,194
Woodlands Sarofim # 1
1,496 1,516 (20 )

Total NOI—equity investees
6,416 3,938 2,478
Adjustments to NOI(s)

(3,069
)
(1,112
)
(1,957
)

Equity Method Investments REP EBT
3,347 2,826 521
Less: Joint Venture Partner's Share of REP EBT
(3,211 ) (2,450 ) (761 )

Equity in earnings from Real Estate and Other Affiliates
136 376 (240 )

Distributions from Summerlin Hospital Investment(t)
1,747 1,649 98

Segment equity in earnings from Real Estate and Other Affiliates
1,883 2,025 (142 )

Company's Share of Equity Method Investments NOI

Millennium Woodlands Phase II
1,151 (68 ) 1,219
Stewart Title Company
1,004 1,330 (326 )
Summerlin Baseball Club
153 (77 ) 230
The Metropolitan Downtown Columbia(b)
597 — 597
Woodlands Sarofim # 1
299 303 (4 )

Total NOI—equity investees
$ 3,204 $ 1,488 $ 1,716

~~Table of Contents~~

(In thousands)
Ownership Debt Cash
Millennium Woodlands Phase II
81.43 % $ 37,700 $ 2,017
Stewart Title Company
50.00 % — 365
Summerlin Baseball Club
50.00 % — 1,110
The Metropolitan Downtown Columbia(b)
50.00 % 63,069 3,050
Woodlands Sarofim # 1
20.00 % 5,922 667

~~(a)~~: ~~Stabilized annual NOI of $2.2 million is expected by the end of 2017.~~
~~(b)~~: ~~Please refer to discussion~~ in ~~our~~ Form 10-K to Operating Assets NOI for ~~a further description on~~NEO Goals
(amounts in thousands)

thousands	Year Ended December 31, 2022
2022 Form 10-K-Operating Assets NOI		$	225,784
Adjustments:
Lease termination fees			(1,278)
Expensed development costs and other			198
NEO Goals – Operating Assets NOI		$	224,704

Reconciliation of Cash G&A in Form 10-K to Corporate Cash G&A for NEO Goals

thousands	Year Ended December 31, 2022
General and Administrative
General and administrative (G&A) – 2022 Form 10-K		$	81,772
Less: Non-cash stock compensation			(5,355)
Cash G&A		$	76,417
Less: Prior CFO severance adjustment			(2,300)
NEO Goals – Corporate Cash G&A		$	74,117

TABLE OF CONTENTS

[MISSING IMAGE: tm223439d1-cover_ibc4c.jpg]

TABLE OF CONTENTS

THE HOWARD HUGHES CORPORATION9950 WOODLOCH FOREST DR., SUITE 1100THE WOODLANDS, TX 77380SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the ~~property.~~

~~(c)~~

~~Property was acquired~~QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery ofinformation up until 11:59 p.m. Eastern Time the day before the cut-off date or meetingdate. Have your proxy card in ~~July 2014.~~

~~(d)~~

~~The negative NOI~~hand when you access the web site and follow theinstructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in ~~2015 is due~~mailing proxy materials,you can consent to ~~a decline~~receiving all future proxy statements, proxy cards and annual reportselectronically via e-mail or the Internet. To sign up for electronic delivery, please followthe instructions above to vote using the Internet and, when prompted, indicate thatyou agree to receive or access proxy materials electronically in ~~occupancy as~~future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m.Eastern Time the ~~property loses tenants in anticipation of its redevelopment. The higher 2014 NOI is due to a one-time favorable property tax settlement with~~day before the ~~City of Alexandria of $0.7 million that occurred~~cut-off date or meeting date. Have your proxy cardin hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the ~~first quarter 2014.~~

~~(e)~~

~~Property was re-opened May 2014 after an extensive redevelopment. Stabilized annual NOI of $7.5 million is expected by early 2017 based on leases in place as of December 31, 2015.~~

~~(f)~~

~~NOI decreased for the year ended December 31, 2015, due~~postage-paid envelope wehave provided or return it to ~~the loss of a 18,339 square foot tenant. The space was subsequently released with no additional tenant improvements required.~~

~~(g)~~

~~NOI increase is primarily due to higher rental rates and increased occupancy.~~

~~(h)~~

~~In December 2014, we acquired 10-60 Columbia Corporate Center comprised of six adjacent office buildings totaling 716,998 square feet. We acquired 70 Columbia Corporate Center in 2012.~~

~~(i)~~

~~NOI increase for the years ended December 31, 2015 and 2014 relate to continued increase in occupancy and stabilization of the property.~~

~~(j)~~

~~Building was placed in service at the end of 2014. NOI increased for the year ended December 31, 2015 due primarily to increased occupancy and a $2.0 million lease termination fee.~~

~~(k)~~

~~The decrease in NOI is directly related to the decrease in occupancy from 100% occupied in August 2014 to unoccupied as of December 31, 2015. The building is used as temporary space.~~

~~(l)~~

~~Building was placed in service in 2014 and is 100% leased to a single tenant.~~

~~(m)~~

~~Building was acquired in October 2014 and is 100% occupied.~~

~~(n)~~

~~The decrease in NOI is due to the decrease in occupancy from 91.0% at December 31, 2014 to 84.5% at December 31, 2015.~~

~~(o)~~

The Property underwent an extensive renovation project in 2014 which resulted in lower NOI. The renovation project was completed in late 2014 and the 2015 NOI has increased due to the higher revenue per available room ("RevPAR") resulting from the new and upgraded rooms.

~~(p)~~

~~The increase in NOI is from new ground leases executed in 2015.~~

~~Table of Contents~~

~~(q)~~: The net change in straight-line lease amortization for the year ended December 31, 2015 compared to the same periods in 2014 is primarily due to new leases at Downtown Summerlin and 10-60 Columbia Corporate Center purchased in December 2014.
~~(r)~~: ~~For a detailed breakdown of our Operating Asset segment REP EBT, please refer to Note 17—Segments in the Condensed Consolidated Financial Statements.~~
~~(s)~~: Adjustments to NOI include straight-line rent and market lease amortization, demolition costs, depreciation and amortization and non-real estate taxes. The increases are primarily due to placing Millennium Woodlands Phase II in service during the third quarter 2014 and placing The Metropolitan Downtown Columbia in service in 2015.
~~(t)~~: ~~Distributions from the Summerlin Hospital are typically made one time per year in the first quarter.~~

THE COMPANY NAME INC. - 401 K THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS A NAME THE COMPANY NAME INC. - COMMON Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR ~~RECORDS DETACH AND RETURN THIS PORTION ONLY THIS~~RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ~~02 0000000000 SHARES CUSIP # SEQUENCE # 0 0 0 0 0 0 0 0 0 NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 2~~DETACH AND RETURN THIS PORTION ONLYV03728-P863251a. William Ackman1c. Adam Flatto1b. David Eun1e. Allen Model1f. David O'Reilly1d. Beth Kaplan1i. Mary Ann Tighe1j. Anthony Williams1g. R. Scot Sellers1h. Steven Shepsman2. Advisory (non-binding) vote to approve ~~named~~executivecompensation Say-on-Pay3. Advisory (non-binding) vote on the frequencyof advisory votes on executive officer compensation. 3 The approval of the Second Amended and Restated Certificate of Incorporation to permit stockholders to remove directors with or without cause and delete obsolete provisions. 4 The ratificationcompensation4. Ratification of the appointment of ~~Ernst & Young~~KPMG LLP as ~~the Company’s independent~~ourindependent registered public accounting firm for fiscal20231. Election of DirectorsNominees:THE HOWARD HUGHES CORPORATIONThe Board of Directors recommends you vote FORall the ~~fiscal year ending December 31, 2016.~~ listed nominees:The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Nominees For Against Abstain Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date JOB # 1. ElectionFORProposal 2.The Board of Directors ~~Please~~recommends you vote1 YEAR on Proposal 3.The Board of Directors recommends you vote FORProposal 4.NOTE: To transact any other business that may properlycome before the Annual Meeting of Stockholders or anyadjournments or postponements thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. ~~Joint owners~~Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 01 William Ackman 02 Adam Flatto 03 Jeffrey Furber 04 Allen Model 05 R. Scot Sellers 06 Steven Shepsman 07 Burton M. Tansky 08 Mary Ann Tighe 09 David R. Weinreb The Board of Directors recommends you vote FOR the following: 0000281413_1 R1.0.1.25 VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. ELECTRONIC DELIVERYofficer.For Against AbstainFor Against Abstain1 Year 2 Years 3 Years AbstainFor Against AbstainSignature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

CONTENTS

Annual Meeting of ~~Stockholders The Westin Galleria Dallas 13340 Dallas Parkway, Dallas, Texas 75240 Thursday,~~StockholdersPier 17 Green RoomPier 17, 89 South Street, 3rd Floor, New York, NY 10038Thursday, May ~~19, 2016 Meeting~~25, 2023Meeting begins promptly at 8:9:00 a.m. ~~local time Please~~Eastern TimePlease plan to arrive early as there will ~~be no~~beno admission after the meeting ~~begins To~~beginsProof of ownership as of the record date and photo identificationare required to attend the ~~meeting, please present this admission ticket and photo identification at the registration desk upon arrival~~Annual Meeting Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report ~~Notice & Proxy Statement is/~~ are available at ~~www.proxyvote.com~~www.proxyvote.com. THE HOWARD HUGHES ~~CORPORATION Annual~~CORPORATIONAnnual Meeting of ~~Stockholders May 19, 2016 8:~~StockholdersMay 25, 2023 9:00 A.M. ~~This~~Eastern TimeThis proxy is solicited by the Board of Directors Continued and to be signed on reverse side This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy authorizes Grant D. Herlitz and Peter F. Riley to vote at their discretion on any other matter that may properly come before the meeting or any adjournment or postponement of the meeting. TheDirectorsThe stockholder(s) hereby appoint(s) ~~Grant D. Herlitz~~David R. O'Reilly and ~~Peter F. Riley,~~Carlos A. Olea or any of them, as proxies, each with the ~~power to~~powerto appoint his ~~or her~~ substitute, and hereby ~~authorizes~~authorize(s) them to represent and to vote, as designated on the reverse side of this ballot,all of the shares of common stock of THE HOWARD HUGHES CORPORATION that the stockholder(s) is/are entitled to vote at ~~the Annual~~theAnnual Meeting of ~~Stockholder(s)~~Stockholders to be held at 8:9:00 ~~a.m.~~A.M., ~~local time,~~Eastern Time, on Thursday, May ~~19, 2016,~~25, 2023 and at ~~The Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, Texas 75240,~~any adjournmentsor postponements thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, thisproxy will be voted FOR the election of the nominees listed on the reverse side for the Board of Directors, FORProposals 2 and 4 and 1 YEAR for Proposal 3. This proxy authorizes David R. O'Reilly and Carlos A. Olea to vote at their discretion on any ~~adjournment~~other matter that may properly come before the meeting or for any adjournmentor postponement ~~thereof.~~

of the meeting.Continued and to be signed on reverse side

0001498828 5 2022-01-01 2022-12-31


~~Filed by the Registrant~~ý
~~Filed by a Party other than the Registrant~~o
~~Check the appropriate box:~~
o		~~Preliminary Proxy Statement~~
o		~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
ý		~~Definitive Proxy Statement~~
o		~~Definitive Additional Materials~~
o		~~Soliciting Material under §240.14a-12~~


~~THE HOWARD HUGHES CORPORATION~~
(Name ~~of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
~~Payment of Filing Fee (Check the appropriate box):~~
ý	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
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	~~(4)~~	~~Date Filed:~~

	1		Election to our Board of Directors of the ten director nominees named in the attached Proxy Statement for a one-year term
	2	~~Peter F. Riley~~ ~~Senior Vice President, Secretary and General Counsel~~	An advisory (non-binding) vote to approve executive compensation (Say-on-Pay)
~~April 7, 2016~~	3		An advisory (non-binding) vote on the frequency of advisory votes on executive compensation
~~Dallas, Texas~~	4		Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023
	5		Transaction of such other business as may properly come before our 2023 Annual Meeting of Stockholders


		~~Sincerely,~~ ~~William A. Ackman~~ ~~Chairman of the Board of Directors~~

				9950 Woodloch Forest Drive, Suite 1100 The Woodlands, Texas 77380
				Notice of 2023 Annual Meeting of Stockholders	~~By Order of the~~

	Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to Be Held on May 25, 2023

	Our Proxy Statement, 2023 Annual Report to Stockholders and other materials are available on our website at www.proxyvote.com



PROXY SUMMARY			1
	2023 Annual Meeting Information ~~QUESTIONS AND ANSWERS REGARDING THIS~~			1
	Matters to be Voted on at our 2023 Annual Meeting			1
	Director Nominees			2
	Governance Highlights			3
	Executive Compensation Highlights			4
	HHCummunities			5
	PROXY STATEMENT ~~AND THE~~FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2023	5		9
	Questions and Answers Regarding this Proxy Statement and the Annual Meeting			9
	MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP	10		14
	Corporate Governance			14
	Risk Management			15
	Director Independence			16
	Director Nominations			16
	Qualifications			16
	Stockholder Recommendations			16
	Stockholder Engagement			17
	Communications with the Board			17
	Codes of Business Conduct and Ethics			17
	THE BOARD, ITS COMMITTEES AND ITS COMPENSATION	13		18
	The Board			18
	Board Committees			18
	Audit			19
	Compensation			19
	Nominating and Corporate Governance			20
	Risk			20
	Commitment of our Board – 2022			20
	Board and Committee Evaluations			21
	Evaluations – A Multi-Step Process			21
	2022 Director Compensation			21
	Stock Ownership Guidelines			22
	SECURITY OWNERSHIP OF ~~MANAGEMENT~~DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL HOLDERS	19		23
	Directors and Executive Officers			23
	Five-Percent Holders			25
	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	22		26

	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	22		26

	~~RELATED PARTY~~RELATED-PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	23		27
	Related-Party Transactions Policy			27
	Transactions in Connection with the Spin-Off			27
	Registration Rights Agreement			28
	Transactions after the Spin-Off			28
	O’Reilly Warrant			28
	Pershing Square Purchase of Common Stock			28

	PROPOSAL NO. 1 – ELECTION OF DIRECTORS		27	29

	PROPOSAL NO. 2 – ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION		31	34

	PROPOSAL NO. 3 ~~APPROVAL OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION~~ – Advisory (Non-Binding) Vote on Frequency of Advisory Votes on Executive Compensation			3235

	PROPOSAL NO. 4 – RATIFICATION OF THE APPOINTMENT OF ~~ERNST & YOUNG~~KPMG LLP AS THE ~~COMPANY'S~~COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL ~~2015~~ 2023		34	36
	Relationship with Independent Registered Public Accounting Firm			36
	Independent Registered Accounting Firm Fees			37
	Pre-Approval Policies and Procedures			38
	AUDIT COMMITTEE REPORT		35	39
~~EXECUTIVE OFFICERS~~		37
	EXECUTIVE OFFICERS			41

	COMPENSATION DISCUSSION AND ANALYSIS		39	47
	Executive Compensation			47
	Executive Summary			47
	Financial and Operational Highlights			48
	2022 Compensation Highlights			49
	Compensation and Governance Best Practices			50
	Compensation Philosophy and Objectives			51
	Key Elements of Executive Compensation Program			54
	COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION		50	65
~~EXECUTIVE COMPENSATION~~		51
~~SUMMARY COMPENSATION TABLE~~	EXECUTIVE COMPENSATION	51		66
~~2015 GRANTS OF PLAN-BASED AWARDS~~	Summary Compensation Table	52		66
~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~	2022 Grants of Plan-Based Awards	55		68
~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL~~	Employment Arrangements with the NEOs	56		69
~~EQUITY COMPENSATION PLAN INFORMATION~~	David O’Reilly			5769
	L. Jay Cross			71
	Carlos A. Olea			73
	Peter F. Riley			75
	Saul Scherl			77
	Employment Agreements – Definitions			77
	Correne S. Loeffler			78
	Outstanding Equity Awards at Fiscal Year-End			79
	2022 Option Exercises and Stock Vested			81
	Nonqualified Deferred Compensation			81
	Potential Payments Upon Termination or Change in Control			82
	Pay Ratio Disclosure			83

	STOCKHOLDER PROPOSALS FOR ~~2017~~2024 ANNUAL MEETING OF STOCKHOLDERS		58	88

	OTHER MATTERS			88

	59ANNEX A

	ANNEX B

Agenda Item		Board Vote Recommendation

1.	Election of nine directors to hold office until the 2017 annual meeting of stockholders	FOR	27
2.	Advisory vote on executive compensation	FOR	31
3.	Proposal to approve the proposed Second Amended and Restated Certificate of Incorporation to permit stockholders to remove directors with or without cause and delete obsolete provisions	FOR	32
4.	Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2016	FOR	34

Name and Principal Position				All Other Compensation ($)

David R. Weinreb Chief Executive Officer	1,000,000	—	3,750,000	$	72,000	4,822,000
Grant Herlitz President	750,000	2,394,325	2,400,000		—	5,544,325
Andrew Richardson Chief Financial Officer	500,000	1,596,226	1,200,000		—	3,296,226
Peter Riley Senior Vice President, Secretary and General Counsel	500,000	798,039	750,000		—	2,048,039
Christopher Curry Senior Executive Vice President of Development	500,000	382,043	500,000		—	1,382,043



Board Service:
Annual Retainer	$	165,000
Meeting Fee (in person)		2,000
Meeting Fee (telephonic)		750
Board Committee Service:
Audit Committee Chair	$	30,000
Audit Committee Member		15,000
All Other Committee Chairs		7,500
All Other Committee Members		3,750
Audit Committee Meeting Fee (in person or telephonic meetings requiring significant preparation,i.e. review of periodic reports)		1,500
Audit Committee Meeting Fee (all other in person meetings)		1,000
Audit Committee Meeting Fee (all other telephonic meetings)		750
All Other Committee Meeting Fees (in person)		1,000
All Other Committee Meeting Fees (telephonic)		500

Name(1)

William Ackman(3)	0	0	0
Adam Flatto	108,500	82,500	191,000
Jeffrey Furber	22,500	165,000	187,500
Gary Krow	48,125	165,000	213,125
Allen Model	96,875	131,855	228,730
R. Scot Sellers	34,875	165,000	199,875
Steven Shepsman	153,500	82,500	236,000
Burton Tansky	21,250	165,000	186,250
Mary Ann Tighe	21,000	165,000	186,000

Name of Beneficial Owner

William Ackman(1)	5,484,684	13.1	%
Adam Flatto(2)	16,668	*
Jeffrey Furber(2)	14,870	*
Gary Krow(2)	10,501	*
Allen Model(2)	11,918	*
R. Scot Sellers(2)	29,816	*
Steven Shepsman(2)(3)	10,972	*
Burton M. Tansky(2)	7,596	*
Mary Ann Tighe(2)(4)	16,982	*
David R. Weinreb(5)	10,000	*
Grant Herlitz(6)	39,203	*
Andrew Richardson(7)	43,221	*
Peter Riley(8)	20,482	*
Christopher Curry(9)	9,084	*
All directors and executive officers as a group (20 persons)	5,759,869	13.8	%

Name and Address of Beneficial Owner

Pershing Square(1) 888 Seventh Avenue, 42nd Floor New York, New York 10019	5,484,684	13.1
Horizon Kinetics LLC(2) 470 Park Avenue South, 4^th Floor South New York, New York 10016	4,188,629	10.5
The Vanguard Group(3) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	2,371,337	5.95

		December 31, 2014

Audit Fees(1)	1,828,907	$	1,646,073
Audit Related Fees(2)	31,360	$	—
Tax Fees(3)	111,000	$	75,822
All Other Fees	—	$	—
Total Fees	1,971,267	$	1,721,895

Name

David R. Weinreb	3,750,000	375
Grant Herlitz	2,400,000	320
Andrew Richardson	1,200,000	240
Peter Riley	750,000	150
Christopher Curry(1)	500,000	100

Name Executive Officer (other than CEO)

Grant Herlitz	10,121	10,121	20,242
Andrew Richardson	6,748	6,747	13,495
Peter Riley	3,374	3,373	6,747
Christopher Curry	1,607	1,606	3,213

Name and Principal Position

David R. Weinreb	2015	1,000,000	—	—	—	3,750,000	72,000	4,822,000
Chief Executive Officer	2014	1,000,000	—	—	—	5,000,000	33,947	6,033,947
	2013	1,000,000	—	—	—	3,000,000	17,775	4,017,775
Grant Herlitz	2015	750,000	—	2,394,325	—	2,400,000	—	5,544,325
President	2014	750,000	—	1,787,631	—	3,000,000	—	5,537,631
	2013	750,000	—	1,395,077	—	2,000,000	—	4,145,077
Andrew Richardson	2015	500,000	—	1,596,226	—	1,200,000	—	3,296,226
Chief Financial Officer	2014	500,000	—	893,715	—	1,500,000	—	2,893,715
	2013	500,000	—	744,054	—	800,000	—	2,044,054
Peter Riley	2015	500,000	—	798,039	—	750,000	—	2,048,039
Senior Vice President,	2014	500,000	—	312,786	—	500,000	—	1,312,786
Secretary and General Counsel	2013	500,000	—	278,995	—	450,000	—	1,228,995
Christopher Curry	2015	500,000	500,000	382,043	—	—	—	1,382,043
Senior Executive Vice	2014	500,000	250,000	421,030	—	—	—	1,171,030
President of Development	2013	500,000	250,000	460,050	—	—	—	1,210,050



			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)
																Grant Date Fair Value of Stock Awards ($)(3)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)			Grant Date Fair Value of Stock Awards ($)(3)
David Weinreb		03/25/2015		500,000		1,500,000		2,000,000		—		—		—	—		—
Grant Herlitz		02/26/2015		—		—		—		2,530		—		10,121	—		894,393
		02/26/2015		—		—		—		—		—		—	10,121		1,499,932
		03/25/2015		375,000		750,000		1,125,000		—		—		—	—		—
Andrew Richardson		02/26/2015		—		—		—		1,687		—		6,748	—		596,321
		02/26/2015		—		—		—							6,747		999,905
		03/25/2015		300,000		500,000		700,000		—		—		—	—		—
Peter Riley		02/26/2015		—		—		—		843		—		3,374	—		298,160
		02/26/2015		—		—		—		—		—		—	3,373		499,879
		03/25/2015		200,000		300,000		400,000		—		—		—	—		—
Christopher Curry		02/25/2015		—		—		—		401		—		1,607	—		142,139
		02/25/2014		—		—		—		—		—		—	1,606		239,904

					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock or Units (#)(4)		Grant Date Fair Value of Stock Awards and Option Awards ($)(5)
Name	Type of Award(1)		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
David O’Reilly
		AICA		—		1,200,000		1,500,000		1,800,000		—		—		—		—		—
		PBRS		—		—		—		—		—		—		—		—		—
		TBRS		—		—		—		—		—		—		—		—		—
L. Jay Cross
		AICA		—		1,560,000		1,950,000		2,340,000		—		—		—		—		—
		PBRS		—		—		—		—		—		—		—		—		—
		TBRS		—		—		—		—		—		—		—		—		—
Carlos A. Olea
		AICA		—		600,000		750,000		900,000		—		—		—		—		—
		PBRS		02/22/2022		—		—		—		506		1,688		2,352		—		155,802
		TBRS		02/22/2022		—		—		—		—		—		—		1,688		157,507
Peter F. Riley
		AICA		—		496,356		827,260		1,158,164		—		—		—		—		—
		PBRS		02/22/2022		—		—		—		1,286		4,287		6,431		—		395,690
		TBRS		02/22/2022		—		—		—		—		—		—		4,287		400,019
Saul Scherl
		AICA		—		—		600,000		—		—		—		—		—		—
		PBRS		02/22/2022		—		—		—		965		3,215		4,823		—		296,745
		TBRS		01/26/2022		—		—		—		—		—		—		3,332		299,980
		USA		01/26/2022		—		—		—		—		—		—		16,661		1,500,000
Correne Loeffler
		AICA		—		—		—		—		—		—		—		—		—
		PBRS		—		—		—		—		—		—		—		—		—
		TBRS		—		—		—		—		—		—		—		—		—



David. R. Weinreb
Termination for any reason not in connection with a change in control	2,000,000	—	2,000,000
Termination without cause or for good reason in connection with a change in control	9,500,000	—	9,500,000
Grant Herlitz
Termination for any reason not in connection with a change in control	1,125,000	—	1,125,000
Termination without cause or for good reason in connection with a change in control	5,625,000	5,931,621	11,556,621
Andrew C. Richardson
Termination for any reason not in connection with a change in control	700,000	—	700,000
Termination without cause or for good reason in connection with a change in control	2,700,000	5,674,295	8,374,295
Peter F. Riley
Termination for any reason not in connection with a change in control	400,000	—	400,000
Termination without cause or for good reason in connection with a change in control	2,000,000	2,582,085	4,582,085

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights ($)			Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by stockholders(1)			1,086,040		$	77.11		$	3,404,073

thousands	Operating Assets Segment			MPC Segment			Seaport Segment			Strategic Developments Segment			Total
Year ended December 31, 2022
Total revenues		$	431,834		$	408,365		$	88,468		$	679,763		$	1,608,430
Total operating expenses			(194,496)			(173,905)			(104,393)			(504,036)			(976,830)
Segment operating income (loss)			237,338			234,460			(15,925)			175,727			631,600
Depreciation and amortization			(154,626)			(394)			(36,338)			(5,319)			(196,677)
Interest income (expense), net			(89,959)			50,305			3,902			17,073			(18,679)
Other income (loss), net			(1,140)			23			245			1,799			927
Equity in earnings (losses) from unconsolidated ventures			22,263			(1,407)			(36,273)			868			(14,549)
Gain (loss) on sale or disposal of real estate and other assets, net			29,588			—			—			90			29,678
Gain (loss) on extinguishment of debt			(2,230)			—			—			—			(2,230)
Segment EBT		$	41,234		$	282,987		$	(84,389)		$	190,238		$	430,070
Corporate income, expenses and other items															(245,434)
Net income (loss)															184,636
Net (income) loss attributable to noncontrolling interests															(103)
Net income (loss) attributable to common stockholders														$	184,533

thousands	Operating Assets Segment(a)			MPC Segment			Seaport Segment			Strategic Developments Segment			Total
Year Ended December 31, 2021
Total revenues		$	442,698		$	409,746		$	55,008		$	520,109		$	1,427,561
Total operating expenses			(209,020)			(193,851)			(77,198)			(436,698)			(916,767)
Segment operating income (loss)			233,678			215,895			(22,190)			83,411			510,794
Depreciation and amortization			(163,031)			(366)			(30,867)			(6,512)			(200,776)
Interest income (expense), net			(75,391)			42,683			357			3,701			(28,650)
Other income (loss), net			(10,746)			—			(3,730)			2,536			(11,940)
Equity in earnings (losses) from unconsolidated ventures			(67,042)			59,399			(1,988)			(221)			(9,852)
Gain (loss) on sale or disposal of real estate and other assets, net			39,168			—			—			13,911			53,079
Gain (loss) on extinguishment of debt			(1,926)			(1,004)			—			—			(2,930)
Provision for impairment			—			—			—			(13,068)			(13,068)
Segment EBT		$	(45,290)		$	316,607		$	(58,418)		$	83,758		$	296,657
Corporate income, expenses and other items															(247,733)
Net income (loss)															48,924
Net (income) loss attributable to noncontrolling interests															7,176
Net income (loss) attributable to common stockholders														$	56,100

	Year Ended December 31,

Reconciliation of Adjusted Net Income to Net Income attributable to common stockholders (in thousands)	2015			2014
Adjusted Net Income (loss)	$	132,747		$	147,367
Depreciation and amortization (net of tax)		(64,348	)		(36,373	)
Warrant liability gain (loss)		58,320			(60,520	)
Loss on settlement of tax indemnity receivable		—			(74,095	)
Increase in tax indemnity receivable		—			90

Net income attributable to common stockholders	$	126,719		$	(23,531	)

	Year Ended December 31,

(In thousands)	2015			2014			Changes
Retail
Columbia Regional(a)	$	1,342		$	268		$	1,074
Cottonwood Square		677			647			30
Creekside Village Green(b)		824			—			824
Downtown Summerlin(b)		10,117			810			9,307
Hughes Landing Retail(b)		1,468			—			1,468
1701 Lake Robbins(c)		399			185			214
Landmark Mall(d)		(347	)		953			(1,300	)
Outlet Collection at Riverwalk(e)		6,450			528			5,922
Park West(f)		1,812			2,058			(246	)
Ward Village(g)		25,566			24,255			1,311
20/25 Waterway Avenue		1,883			1,505			378
Waterway Garage Retail		690			809			(119	)

Total Retail		50,881			32,018			18,863

Office
10 - 70 Columbia Corporate Center(h)		12,375			2,351			10,024
Columbia Office Properties		450			496			(46	)
One Hughes Landing(i)		5,262			4,443			819
Two Hughes Landing(j)		4,489			157			4,332
1725 Hughes Landing Boulevard(b)		(208	)		—			(208	)
1735 Hughes Landing Boulevard(b)		(34	)		—			(34	)
2201 Lake Woodlands Drive(k)		(144	)		141			(285	)
9303 New Trails		1,898			1,860			38
110 N. Wacker		6,100			6,077			23
One Summerlin(b)		(206	)		—			(206	)
3831 Technology Forest Drive(l)		1,956			(1	)		1,957
3 Waterway Square		6,288			6,181			107
4 Waterway Square		5,766			5,756			10
1400 Woodloch Forest		1,621			1,191			430

Total Office		45,613			28,652			16,961

Hughes Landing Hotel(b)		(25	)		—			(25	)
85 South Street(m)		494			(188	)		682
Millennium Waterway Apartments(n)		4,169			4,386			(217	)
One Lakes Edge(b)		982			—			982
The Woodlands Resort & Conference Center(o)		10,560			6,092			4,468

Total Retail, Office, Multi-family, Hospitality		112,674			70,960			41,714

The Woodlands Ground leases(p)		1,190			458			732
The Woodlands Parking Garages		(508	)		(598	)		90
Other Properties		3,857			2,116			1,741

Total Other		4,539			1,976			2,563

Operating Assets NOI—Consolidated and Owned		117,213			72,936			44,277

	Year Ended December 31,

	2015			2014			Change
Operating Assets NOI—Equity and Cost Method Investments
Millennium Woodlands Phase II	$	1,414		$	(84	)	$	1,498
Stewart Title Company		2,007			2,659			(652	)
Summerlin Baseball Club		305			(153	)		458
The Metropolitan Downtown Columbia(b)		1,194			—			1,194
Woodlands Sarofim # 1		1,496			1,516			(20	)

Total NOI—equity investees		6,416			3,938			2,478
Adjustments to NOI(s)		(3,069	)		(1,112	)		(1,957	)

Equity Method Investments REP EBT		3,347			2,826			521
Less: Joint Venture Partner's Share of REP EBT		(3,211	)		(2,450	)		(761	)

Equity in earnings from Real Estate and Other Affiliates		136			376			(240	)

Distributions from Summerlin Hospital Investment(t)		1,747			1,649			98

Segment equity in earnings from Real Estate and Other Affiliates		1,883			2,025			(142	)



Company's Share of Equity Method Investments NOI
Millennium Woodlands Phase II		1,151			(68	)		1,219
Stewart Title Company		1,004			1,330			(326	)
Summerlin Baseball Club		153			(77	)		230
The Metropolitan Downtown Columbia(b)		597			—			597
Woodlands Sarofim # 1		299			303			(4	)

Total NOI—equity investees	$	3,204		$	1,488		$	1,716

(In thousands)			Debt		Cash

Millennium Woodlands Phase II	81.43	%	$	37,700	$	2,017
Stewart Title Company	50.00	%		—		365
Summerlin Baseball Club	50.00	%		—		1,110
The Metropolitan Downtown Columbia(b)	50.00	%		63,069		3,050
Woodlands Sarofim # 1	20.00	%		5,922		667

Admission:

Photo identification and ~~Date:~~

~~8:00 a.m., Thursday, May 19, 2016~~

~~Place:~~

~~The Westin Galleria Dallas~~
~~13340 Dallas Parkway~~
~~Dallas, Texas 75240~~

~~Record Date:~~

~~March 24, 2016~~

~~Voting:~~

~~Stockholders~~proof of ownership as of the record date are required to attend the Annual Meeting.

For additional information about our Annual Meeting, see “Questions and Answers Regarding This Proxy Statement and The Annual Meeting.”