| | | Sincerely yours, Victor J. Coleman Chief Executive Officer and Chairman of the Board of Directors | |
| | | By Order of the Board of Directors, Kay L. Tidwell Executive Vice President, General Counsel, Chief Risk Officer and Secretary | |
| This Proxy Statement and accompanying proxy card are available beginning | |
| Important Notice Regarding Availability of Proxy Materials for the Stockholder Meeting to be Held on May | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
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| CEO Pay Ratio | | | | | 71 | | |
| Pay versus Performance Table | | | | | 71 | | |
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| Compensation Committee Report | | | | | 77 | | |
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| Review and Approval of Transactions with Related Parties | | | | | | | |
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| Funds from Operations | | | | | A-1 | | |
| Net Operating Income | | | | | A-2 | | |
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| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| PROPOSAL | | | BOARD RECOMMENDATION | | | PAGE | |
| Proposal No. 1: Election of Directors | | | FOR each nominee | | | | |
| Proposal No. 2: | |||||||
| | FOR | | | 15 | | ||
| Proposal No. 3: Ratification of Independent Registered Public Accounting Firm | | | FOR | | | 24 | |
| Proposal No. 4: Advisory Approval of Executive Compensation (“Say-On-Pay Vote”) | | | FOR | | | 25 | |
| Proposal No. 5: Advisory Determination of the Frequency of Future Advisory Votes on Executive Compensation (“Frequency Proposal”) | | | ONE YEAR | | | 26 | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | The Board unanimously recommends that the stockholders vote “FOR” the 10 director nominees. | | |
| NAME | | | AGE | | | AUDIT COMMITTEE | | | COMPENSATION COMMITTEE | | | GOVERNANCE COMMITTEE | | | INVESTMENT COMMITTEE | | | SUSTAINABILITY COMMITTEE | |
| Victor J. Coleman* | | | | | | | | | | | | | | | | | | ||
| Theodore R. Antenucci† | | | | | | | | | | | | | | | | | |||
| Karen Brodkin† | | | | | | | | | | | | | | | | | |||
| Ebs Burnough† | | | | | | | | | | | | | | | | | | ||
| Richard B. Fried† | | | 54 | | | | | | Chairperson | | | | | | | | | | |
| Jonathan M. Glaser† | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | ||||||||||
| | | | | Chairperson | | ||||||||||||||
| Mark D. Linehan† | | | | | Chairperson | | | | | | | | | | | | | ||
| Barry A. Sholem† | | | | | | | | | | | | | | | | | | ||
| Andrea Wong† | | | 56 | | | | | | | | | Chairperson | | | | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | | | EXECUTIVE LEADERSHIP EXPERIENCE | | | PUBLIC BOARD EXPERIENCE | | | KEY INDUSTRY EXPERIENCE(1) | | | KEY MARKETS EXPERTISE(2) | | | FINANCIAL EXPERTISE(3) | | | CAPITAL MARKETS EXPERTISE | | | ADVANCED DEGREE PROFESSIONAL ACCREDITATION | | |||||||||||||||||||||
| Coleman | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
| Antenucci | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | |
| Brodkin | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | • | | |
| Burnough | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | | | |
| Fried | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | |
| Glaser | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | |
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Haubegger | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | • | | | |
| Linehan | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | |
| Sholem | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| Wong | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | • | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| Victor J. Coleman Age: 61 Director Since: IPO | | | | Mr. Coleman serves as Chief Executive Officer and Chairman of our Board, and has been a member of the Board since our IPO. Prior to the formation of our Company, Mr. Coleman founded and served as a managing partner of our predecessor, Hudson Capital, LLC, a private real estate investment company based in Los Angeles, California. Mr. Coleman is an active community leader, and is on the Founding Board of Directors for the Ziman Center for Real Estate (from 2004 to the present) at the UCLA Anderson School of Management, and also serves on the Boards of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission and the Los Angeles Chapter of the World Presidents’ Organization. In 2015, Mr. Coleman was awarded the City of Hope’s 2015 Spirit of Life Award presented by the Los Angeles Real Estate & Construction Industries Council, and the 2019 Real Star of Hollywood Award from the Friends of the Hollywood Central Park. Mr. Coleman’s experience as a director also includes service on the board of other publicly traded real estate investment trusts, or REITs, such as Douglas Emmett, Inc. (from 2006 to 2009) and Kite Realty (since 2012), where he currently serves as a member of its compensation committee. Mr. Coleman is also an investor in the Vegas Golden Knights, a National Hockey League team. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Arts in History from the University of California, Berkeley. Mr. Coleman was recommended by the Governance Committee and selected by our Board to serve as a director based on his deep knowledge of our Company and his experience in the real estate investment industry and pursuant to the terms of his employment agreement. He is a member of our Sustainability Committee. | |
| Theodore R. Antenucci Age: 58 Director Since: IPO | | | | Mr. Antenucci has served as a member of our Board since our IPO. Since March 2011, Mr. Antenucci has served as President and Chief Executive Officer of Catellus Development Corporation, a leading national land developer. Until June 2011, Mr. Antenucci was also President and Chief Investment Officer of Prologis, as well as a member of its Executive Committee. Prologis is a global provider of distribution facilities with over $32 billion in real estate assets under management. He also served on the Board of Directors for Prologis European Properties, a public fund trading on the Euronext stock exchange in Amsterdam, from 2009 through June of 2011. Before joining Prologis in September 2005, Mr. Antenucci served as President of Catellus Commercial Development Corp., and was responsible for all development, construction and acquisition activities. Additionally, Mr. Antenucci has served on the board of trustees of the Children’s Hospital Colorado Foundation since December of 2010. Mr. Antenucci has also served on the board of directors of Iron Mountain, Inc., where he served on its audit committee. He earned a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara. Mr. Antenucci was recommended by the Governance Committee and selected by our Board to serve as a director based on his experience as an executive and board member of a REIT and his extensive real estate and development expertise in the Southern California market. He is a member of our Audit and Investment | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| Karen Brodkin Age: 58 Director Since: January 2021 | | | | Ms. Brodkin has served as a member of our Board since January 2021. She currently serves as Executive Vice President of Content Strategy & Development at Endeavor and Co-Head of WME SPORTS, where she has worked since 2014. Previously, Ms. Brodkin worked for Fox Networks Group starting in 1999 where she served as the Executive Vice President of Business and Legal Affairs from 2007 until 2014. In this role she oversaw the business and legal affairs team that negotiated professional and collegiate media rights acquisitions, talent and marketing agreements. Before that, Ms. Brodkin spent five years as an entertainment attorney at two Los Angeles-based entertainment firms, where she represented talent and studio clients. Ms. Brodkin currently serves on the Board of Directors of the U.S. Soccer Foundation. She is the former Chairperson of the Board of Directors of the Los Angeles Sports Council. In April 2015, Ms. Brodkin was honored by Los Angeles Family Housing for her work in helping families transition out of homelessness and poverty, and in June 2015 she joined their board of directors, where she continues to serve. Ms. Brodkin received her Juris Doctor from the University of California, Hastings College of the Law, where she graduated Order of the Coif, and graduated from the University of California, Berkeley, where she earned a Bachelor of Arts degree with dual majors in Political Science and Art History. She was recommended by the Governance Committee and selected by our Board to serve as a director based on her expertise in the entertainment industry and professional relationships. She is a member of our Governance and Sustainability Committees. | |
| Ebs Burnough Age: 43 Director Since: March 2022 | | | | Mr. Burnough was appointed to serve as a member of our Board in March 2022. He is currently the Managing Director of Hatch House Productions, a production company focusing on film, television and theatre, which he joined in January 2017. Additionally, he serves as the President and founder of Ebs Burnough Solutions International (EBSI) a firm dedicated to providing clients with an interdisciplinary approach to marketing, communications and event production, founded in 2013. Prior to founding EBSI, Mr. Burnough served as Director of Communications for AERIN, a global lifestyle brand founded by cosmetics entrepreneur Aerin Lauder and also served as Deputy White House Social Secretary, where he developed and executed hundreds of events on behalf of President and Mrs. Obama, including the G-20 Global Summit, numerous White House State Dinners, as well as producing “Broadway at the White House,” televised on PBS. He currently serves on the boards of Sundance Institute Board of Trustees, as its Chair, Mrs. Wordsmith and Steppenwolf Theater and as an advisory board member of The Actors Fund. Mr. Burnough received a Bachelor of Science in Communications from Northwestern University. Mr. Burnough was recommended by the Governance Committee and selected by our Board to serve as a director based on his government experience as well as his career in the media and entertainment industry. He is a member of our Compensation Committee. | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| Richard B. Fried Age: 54 Director Since: IPO | | | | Mr. Fried has served as a member of our Board since our IPO. His selection as a member of our Board was made in connection with the negotiation of our formation transactions. Mr. Fried is currently a Managing Member and head of the real estate group at Farallon Capital Management, L.L.C., an investment management company that he has been with since 1995. Mr. Fried also currently serves as a board member of Playa Hotels & Resorts, N.V., a position he has held since 2018. Previously, Mr. Fried was a Vice President in acquisitions for Security Capital Industrial Trust (now called Prologis), a REIT specializing in industrial properties. He has also worked as an associate in capital markets at JMB Institutional Realty Corporation. Mr. Fried graduated from the University of Pennsylvania with a Bachelor of Science degree in Economics and a Bachelor of Arts degree in History. | |
| Jonathan M. Glaser Age: 60 Director Since: IPO | | | | Mr. Glaser has served as a member of our Board since our IPO. Mr. Glaser has been Managing Member of JMG Capital Management LLC since he founded the company in 1992. JMG Capital Management LLC is the General Partner of JMG Capital Partners, L.P., an investment limited partnership that has been a leader in various capital market strategies, private placements and additional financing strategies. Prior to founding JMG, Mr. Glaser was a member floor trader on both the American Stock Exchange and Pacific Stock Exchange. Mr. Glaser received a Juris Doctor degree from the Boalt Hall School of Law at the University of California, Berkeley, as well as a Bachelor of Arts degree from the University of California, Berkeley. | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| Christy Haubegger Age: 54 Director Since: March 2019 | | | |
Ms. Haubegger has served as a director since March 2019. She | |
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Mark D. Linehan Age: 60 Director Since: IPO | | | | Mr. Linehan has served as a member of our Board since our IPO. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993. Wynmark Company is a private real estate investment and development company with interests in properties in California, Nevada and Montana. Prior to founding Wynmark Company, Mr. Linehan was a Senior Vice President with the Trammell Crow Company in Los Angeles, California. Before that, Mr. Linehan was with Kenneth Leventhal & Co. (now Ernst & Young LLP), a Los Angeles-based public accounting firm. He currently serves on the board of Cannae Holdings, Inc. and Austerlitz Acquisition Corp I, and II. He previously served on the board of Condor Hospitality Trust, a publicly traded REIT. Mr. Linehan is actively involved with the community through his service as Chairman of Direct Relief and on the board of the National Cowboy and Western Heritage Museum, as well his previous board membership with the UC Santa Barbara Foundation and the Camino Real Park Foundation. Mr. Linehan received a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant. Mr. Linehan was recommended by the Governance Committee and selected by our Board to serve as a director based on his extensive experience in real estate investment and development as well as his expertise in accounting matters. Mr. Linehan is the Chairperson of our Audit Committee and is a member of our Investment Committee. | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| Barry A. Sholem Age: 67 Director Since: March 2023 | | | | Mr. Sholem was appointed to serve as a member of our Board in March 2023. He is the Founder and Partner of Real Estate for investment advisory firm MSD Partners, L.P. and currently serves as the Chairman and Senior Advisor of Real Estate for BDT & MSD Partners, a merchant bank. Prior to joining MSD Partners, L.P., Mr. Sholem was Chairman of DLJ Real Estate Capital Partners, a real estate fund that he co-founded and that invested in a broad range of real estate-related assets, and a Managing Director at Credit Suisse First Boston. Prior to that, Mr. Sholem was head of the west coast real estate group for Goldman Sachs. Mr. Sholem is a member of the Urban Land Institute, the Real Estate Roundtable and the University of California, Berkeley Real Estate Advisory Board. Mr. Sholem is also a board member for SITE Centers, where he serves on the Nominating and ESG Committee. Mr. Sholem received a Bachelor of Arts in Economics and Political Science from Brown University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. Mr. Sholem was recommended by the Governance Committee and selected by our Board to serve as a director based on his expertise as an executive and leader in the commercial real estate business and investment strategy. Mr. Sholem is a member of our Governance Committee. | |
| Andrea Wong Age: 56 Director Since: August 2017 | | | | Ms. Wong has served as a member of our Board since August 2017. Ms. Wong also serves on the boards of Liberty Media Corporation, Qurate Retail Group | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| Year | | | Time-Based Full-Value Awards Granted | | | Performance- Based Full-Value Awards Earned | | | Total Full-Value Awards Granted or Earned(1) | | | Weighted Average Common Shares Outstanding | | | Current Burn Rate(2) | | |||||||||||||||
| 2022 | | | | | 76,121 | | | | | | 0 | | | | | | 76,121 | | | | | | 143,732,433 | | | | | | 0.05% | | |
| 2021 | | | | | 632,351 | | | | | | 75,041 | | | | | | 707,392 | | | | | | 151,618,282 | | | | | | 0.47% | | |
| 2020 | | | | | 861,059 | | | | | | 115,698 | | | | | | 976,757 | | | | | | 153,126,027 | | | | | | 0.64% | | |
| | | | | | | | | | | | | | | | | | | | | | 3-Year Average | | | | | 0.39% | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| Name and Position | | | Dollar Value ($) | | | Number of Shares/Units (#) | | ||||||
| NEOs: | | | | | | | | | | | | | |
| Victor J. Coleman | | | | | — | | | | | | — | | |
| Mark T. Lammas | | | | | — | | | | | | — | | |
| Harout Diramerian | | | | | — | | | | | | — | | |
| Arthur X. Suazo | | | | | — | | | | | | — | | |
| Steven Jaffe | | | | | — | | | | | | — | | |
| Kay L. Tidwell | | | | | — | | | | | | — | | |
| All Current Executive Officers as a Group | | | | | — | | | | | | — | | |
| All Current Non-Executive Directors as a Group | | | | | 960,000 | | | | | | (1) | | |
| All Employees, Including all Current Officers who are not Executive Officers, as a Group | | | | | — | | | | | | — | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| Name and Position | | | Restricted Stock (#) | | | Profits Interest Units (#)(1) | | | RSUs (#) | | |||||||||
| NEOs: | | | | | | | | | | | | | | | | | | | |
| Victor J. Coleman | | | | | 1,175,782 | | | | | | 1,338,822 | | | | | | 179,099 | | |
| Mark T. Lammas | | | | | 451,540 | | | | | | 598,605 | | | | | | 103,802 | | |
| Harout Diramerian | | | | | 117,631 | | | | | | 171,162 | | | | | | 50,089 | | |
| Arthur X. Suazo | | | | | 122,760 | | | | | | 245,154 | | | | | | 29,652 | | |
| Steven Jaffe | | | | | 45,319 | | | | | | 162,014 | | | | | | 11,702 | | |
| Kay L. Tidwell | | | | | 107,462 | | | | | | 179,356 | | | | | | 38,017 | | |
| All Current Executive Officers as a Group | | | | | 2,587,780 | | | | | | 3,070,341 | | | | | | 663,173 | | |
| All Current Non-Executive Directors as a Group | | | | | 267,024 | | | | | | 40,570 | | | | | | 72,297 | | |
| Current Director Nominees:(2) | | | | | | | | | | | | | | | | | | | |
| Theodore R. Antenucci | | | | | 38,653 | | | | | | 11,778 | | | | | | 9,266 | | |
| Karen Brodkin | | | | | 1,493 | | | | | | — | | | | | | 9,266 | | |
| Ebs Burnough | | | | | — | | | | | | — | | | | | | 6,643 | | |
| Richard B. Fried | | | | | 36,215 | | | | | | 6,698 | | | | | | — | | |
| Jonathan M. Glaser | | | | | 64,654 | | | | | | 8,479 | | | | | | 12,425 | | |
| Christy Haubegger | | | | | 7,414 | | | | | | — | | | | | | 9,266 | | |
| Mark D. Linehan | | | | | 42,671 | | | | | | 10,529 | | | | | | 9,266 | | |
| Barry Sholem | | | | | — | | | | | | — | | | | | | 3,088 | | |
| Andrea Wong | | | | | 11,601 | | | | | | 3,086 | | | | | | 9,266 | | |
| Each Associate of any Such Directors, NEOs or Nominees | | | | | — | | | | | | — | | | | | | — | | |
| Each Other Person who Received or are to Receive 5% of Such Options or Rights | | | | | — | | | | | | — | | | | | | — | | |
| All Employees, Including all Current Officers who are not Executive Officers, as a Group | | | | | 404,551 | | | | | | 140,535 | | | | | | 821,181 | | |
| | The Board unanimously recommends that you vote “FOR” the approval of the adoption of the Third Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan. | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| | The Board unanimously recommends a vote “FOR” the ratification of 2023.Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | The Board unanimously recommends that you vote “FOR” the advisory approval of the compensation of our NEOs for the fiscal year ended December 31, in this Proxy Statement. | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| | The Board unanimously recommends that you vote for a frequency of “ONE YEAR” for future advisory votes on executive compensation. | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| Annual Cash Retainer(1) | | | $ | 70,000(2) | | | Annual Cash Retainer(1) | | | $ | 70,000 | | | ||
| Additional Cash Retainers(1): | | | | | | | Additional Cash Retainers(1): | | | | | | | ||
| Lead Independent Director | | | $ | 35,000(2) | | | Lead Independent Director | | | $ | 35,000 | | | ||
| Chair of the Audit Committee | | | $ | 25,000 | | | Chair of the Audit Committee | | | $ | 25,000 | | | ||
| Chair of the Compensation Committee | | | $ | 15,000 | | | Chair of the Compensation Committee | | | $ | 15,000 | | | ||
| Chair of the Governance Committee | | | $ | 12,500 | | | Chair of the Governance Committee | | | $ | 12,500 | | | ||
| Chair of the Sustainability Committee | | | $ | 7,500 | | | Chair of the Sustainability Committee | | | $ | 7,500 | | | ||
| Member of the Audit Committee | | | $ | 12,500 | | | Member of the Audit Committee | | | $ | 12,500 | | | ||
| Member of the Compensation Committee | | | $ | 7,500 | | | Member of the Compensation Committee | | | $ | 7,500 | | | ||
| Member of the Governance Committee | | | $ | 7,500 | | | Member of the Governance Committee | | | $ | 7,500 | | | ||
| Member of the Sustainability Committee | | | $ | 5,000 | | | Member of the Sustainability Committee | | | $ | 5,000 | | | ||
| Annual equity award value(3) | | | $ | 90,000 | | | Annual equity award value(2) | | | $ | 120,000 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| NAME(1) | | FEE PAID IN CASH ($)(2) | | STOCK AWARDS ($)(3) | | TOTAL ($) | | NAME(1) | | FEE PAID IN CASH ($)(2) | | STOCK AWARDS ($)(3) | | TOTAL ($) | | ||||||||||||||||||||||||
| Theodore R. Antenucci | | | | 77,500 | | | | | 90,000 | | | | | 167,500 | | | Theodore R. Antenucci | | | | — | | | | | 202,500(4) | | | | | 202,500 | | | ||||||
| Karen Brodkin | | | | 52,500 | | | | | 90,000 | | | | | 142,500 | | | Karen Brodkin | | | | 80,208 | | | | | 120,000 | | | | | 200,208 | | | ||||||
| Richard B. Fried | | | | 80,000(4) | | | | | — | | | | | 80,000 | | | Ebs Burnough(5) | | | | 41,979 | | | | | 131,674 | | | | | 173,653 | | | ||||||
| Jonathan M. Glaser | | | | 77,500(5) | | | | | 90,000 | | | | | 167,500 | | | Richard B. Fried | | | | 85,000 | | | | | — | | | | | 85,000 | | | ||||||
| Robert L. Harris II | | | | 93,220(4) | | | | | 90,000 | | | | | 183,220 | | | Jonathan M. Glaser | | | | — | | | | | 202,500(4) | | | | | 202,500 | | | ||||||
| Mark D. Linehan | | | | 90,000(4) | | | | | 90,000 | | | | | 180,000 | | | Robert L. Harris II | | | | 112,501 | | | | | 120,000 | | | | | 232,501 | | | ||||||
| Robert M. Moran, Jr.(6) | | | | 48,146(4) | | | | | 90,000 | | | | | 138,146 | | | Mark D. Linehan | | | | 47,501 | | | | | 167,500(4) | | | | | 215,001 | | | ||||||
| Christy Haubegger | | | | 68,750 | | | | | 90,000 | | | | | 158,750 | | | Christy Haubegger | | | | 81,561 | | | | | 120,000 | | | | | 201,561 | | | ||||||
| Barry A. Porter(7) | | | | 86,780(5) | | | | | 90,000 | | | | | 176,780 | | | Andrea Wong | | | | 82,500 | | | | | 120,000 | | | | | 202,500 | | | ||||||
| Andrea Wong | | | | 74,327 | | | | | 90,000 | | | | | 164,327 | | | Barry Porter(5) | | | | 9,222 | | | | | 32,278(6) | | | | | 41,500 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
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| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | | | FISCAL YEAR ENDED DECEMBER 31, | | | | | FISCAL YEAR ENDED DECEMBER 31, | | ||||||||||||||||||
| | | | 2021 ($) | | 2020 ($) | | | | | 2022 ($) | | 2021 ($) | | ||||||||||||||
| Audit Fees | | | | 1,827 | | | | | 1,384 | | | Audit Fees | | | | 1,901 | | | | | 1,827 | | | ||||
| Audit-related fees | | | | 654 | | | | | 50 | | | Audit-related Fees | | | | 886 | | | | | 654 | | | ||||
| Tax Fees | | | | 1,736 | | | | | 1,344 | | | Tax Fees | | | | 1,516 | | | | | 1,736 | | | ||||
| Total Fees | | | | 4,217 | | | | | 2,778 | | | All Other Fees | | | | — | | | | | — | | | ||||
| Total Fees | | | | 4,303 | | | | | 4,217 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| NAME | | | AGE | | | POSITION | |
| Victor J. Coleman | | | | | Chief Executive Officer and Chairman of the Board | | |
| Mark T. Lammas | | | | | President and Treasurer | | |
| Harout Diramerian | | | | | Chief Financial Officer | | |
| Arthur X. Suazo | | | | | Executive Vice President, Leasing | | |
| Steven Jaffe | | | | | Executive Vice President, Business Affairs | | |
| Kay L. Tidwell | | | 45 | | | Executive Vice President, General Counsel, Chief Risk Officer and Secretary | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | Our 2020 Performance Unit program completed its three-year performance period on December 31, 2022 and earned 0% under the relative TSR component and payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance. Additionally, at year-end 2022 the Compensation Committee approved no increases to pay opportunities for any of our NEOs and below target 2022 cash bonuses | | |
| | We included measurable and objective ESG goals in our 2022 and 2023 annual cash bonus programs and measurable sustainability goals in our 2020, 2021 and 2022 Performance Unit programs | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
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| COMPENSATION COMMITTEE | | | COMPENSATION CONSULTANT | | | HPP MANAGEMENT | |
| Exercises independent discretion with respect to executive compensation matters | | | Advises the Committee on competitive benchmarking for pay levels, best practices in plan design, and governance trends | | | CEO provides input on individual performance for other NEOs and results against key non-financial business goals | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| COMPENSATION COMMITTEE | | | COMPENSATION CONSULTANT | | | HPP MANAGEMENT | |
| Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs | | | Assists with peer group selection and analysis | | | Provides additional information as requested by the Committee | |
| Reviews and approves individual targets and actual compensation for the most senior executives | | | Reviews and advises on recommendations, plan design and measures | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| EXECUTIVE | | | ($) | | |||
| Victor J. Coleman | | | | | | | |
| Mark T. Lammas | | | | | | | |
| Harout Diramerian | | | | | | | |
| Arthur X. Suazo | | | | | | | |
| Steven Jaffe | | | | | | | |
| Kay L. Tidwell | | | | | 525,000 | | |
| | No 2023 salary increases were provided to our NEOs based on the Compensation Committee’s review at year-end 2022 | | |
| EXECUTIVE | | | THRESHOLD | | | TARGET | | | MAXIMUM | | |||||||||
| Victor J. Coleman | | | | | 125% | | | | | | 175% | | | | | | 225% | | |
| Mark T. Lammas | | | | | 90% | | | | | | 130% | | | | | | 170% | | |
| Harout Diramerian | | | | | 80% | | | | | | 115% | | | | | | 150% | | |
| Arthur X. Suazo | | | | | 85% | | | | | | 110% | | | | | | 135% | | |
| Steven Jaffe | | | | | 85% | | | | | | 110% | | | | | | 135% | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| EXECUTIVE | | | THRESHOLD | | | TARGET | | | MAXIMUM | | |||||||||
| Victor J. Coleman | | | | | 105% | | | | | | 175% | | | | | | 262.5% | | |
| Mark T. Lammas | | | | | 78% | | | | | | 130% | | | | | | 195.0% | | |
| Harout Diramerian | | | | | 69% | | | | | | 115% | | | | | | 172.5% | | |
| Arthur X. Suazo | | | | | 69% | | | | | | 115% | | | | | | 172.5% | | |
| Steven Jaffe | | | | | 69% | | | | | | 115% | | | | | | 172.5% | | |
| Kay L. Tidwell | | | | | 69% | | | | | | 115% | | | | | | 172.5% | | |
| | No increases to 2023 bonus opportunities were provided to our NEOs based on the Compensation Committee’s review at year-end 2022 | | |
| METRIC AND RATIONALE FOR INCLUSION | | WEIGHTING | | THRESHOLD | | TARGET | | MAXIMUM | | ACTUAL | | METRIC AND RATIONALE FOR INCLUSION | | WEIGHTING | | THRESHOLD | | TARGET | | MAXIMUM | | ACTUAL | | ||||||||||||||||
| FFO(1) per Share (as adjusted) Encourages focus on profitability as measured by the most frequently assessed REIT earnings measure. Target goal is based on the midpoint of our forecasted range | | | | 30% | | | $1.84 | | $1.88 | | $1.92 | | $1.99 | | FFO(1)per Share (as adjusted) Encourages focus on profitability as measured by the most frequently assessed REIT earnings measure. Target goal is based on the midpoint of our forecasted range | | | | 30% | | | $2.01 | | $2.05 | | $2.09 | | $2.02 | | ||||||||||
| Same-Store Office NOI(2) Growth Encourages focus on internal growth. Goals are based on overall industry expectations using independent 3rd party estimates from Green Street | | | | 20% | | | 0.0% | | 1.0% | | 2.0% | | 4.9% | | Relative Same-Store Cash NOI(2) Growth Encourages focus on internal and relative growth as compared to the Executive Compensation Peer Group average. | | | | 20% | | | -100 bps | | Peer Group Average | | +100 bps | | 6 bps | | ||||||||||
| Relative Office Portfolio Leased Percentage Encourages focus on internal and relative growth as compared to the Executive Compensation Peer Group average. No payouts would be earned for performance below the peer group average | | | | 15% | | | Peer Group Average | | Peer Group Average +150 bps | | Peer Group Average +300 bps | | +401 bps | | Relative Office Portfolio Leased Percentage Encourages focus on internal and relative growth as compared to the Executive Compensation Peer Group average. No payouts would be earned for performance below the peer group average | | | | 15% | | | Peer Group Average | | +150 bps | | +300 bps | | +52 bps | | ||||||||||
| Other Key Corporate Performance Factors and Individual Performance Rewards management for the achievement of additional strategic initiatives, including our studio segment results, development/ redevelopment activities, balance sheet management, COVID-19 response, individual performance and other relevant factors | | | | 35% | | | Compensation Committee’s Assessment | | See Below | | Accomplishment of ESG Priorities Encourages focus and progress toward measurable annual ESG goals and promotes transparency on our ESG strategy and objectives | | | | 15% | | | 9 of 15 | | 11 of 15 | | 13 of 15 | | 13 See Below | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| METRIC AND RATIONALE FOR INCLUSION | | | WEIGHTING | | | THRESHOLD | | | TARGET | | | MAXIMUM | | | ACTUAL | | |||
| Other Key Corporate Performance Factors and Individual Performance Rewards management for the achievement of additional strategic initiatives, including our studio segment results, pre- development and redevelopment activities, balance sheet management and other relevant factors (including individual performance) | | | | | 20% | | | | Compensation Committee’s Assessment | | | See Below | |
| ESG PRIORITIES | | | POSSIBLE POINTS | | | ACTUAL POINTS | | | YE 2022 STATUS | |
| Publication of Annual Corporate Responsibility Report | | | Up to 2 Points | | | 3 Points | | | Comments | |
| Report aligns with established ESG reporting framework (e.g., GRI, SASB, TCFD) • Alignment with two or more (1 point) • Alignment with three or more (2 points) | | | 2 | | | 2 | | | Corporate Responsibility Report published in June 2022 was aligned with GRI, SASB and TCFD | |
| Key data in the report is reviewed and/or assured by an independent third-party | | | 1 | | | 1 | | | EY assured 10 key metrics in the Corporate Responsibility Report | |
| Submission to Key Third Party ESG Surveys | | | Up to 6 Points | | | 5 Points | | | Comments | |
| Submission to GRESB, with score in line with (1 point) or better than (2 points) prior year | | | 2 | | | 2 | | | GRESB score increased from 94 to 95 (and jumped from 90th to 100th percentile) | |
| Submission to S&P CSA, with score in line with (1 point) or better than (2 points) prior year | | | 2 | | | 2 | | | S&P CSA score increased from 63 to 66 (and jumped from 0th to 95th percentile) | |
| Submission to CDP, with score in line with (1 point) or better than (2 points) prior year | | | 2 | | | 1 | | | CDP score stayed flat at a B | |
| Recognition for ESG Achievements from Prominent Third Parties | | | Up to 2 Points | | | 2 Points | | | Comments | |
| Recognition from two or more national/international “green buildings” organizations (e.g., USGBC, CaGBC, ENERGY STAR) | | | 1 | | | 1 | | | 2022 ENERGY STAR Partner of the Year, LA Better Buildings Challenge Award, CaGBC Existing Building Operations Award | |
| Recognition from at least on national/international real estate industry association (e.g., Nareit, BOMA, NAIOP) | | | 1 | | | 1 | | | 2022 Nareit Leader in the Light Award | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| ESG PRIORITIES | | | POSSIBLE POINTS | | | ACTUAL POINTS | | | YE 2022 STATUS | |
| Meaningful Progress Toward HPP’s Key Long-Term ESG Goals | | | Up to 4 Points | | | 3 Points | | | Comments | |
| Climate: On track to achieve HPP’s science-based target to reduce absolute GHG emissions 50% by 2030, from a 2018 baseline | | | 1 | | | 1 | | | We were at 25% by YE21, halfway to target | |
| Waste: On track to achieve HPP’s target to be zero waste (90% landfill diversion rate) in all operations by 2025 | | | 1 | | | 0 | | | We were at 42% by YE21, not on track to target | |
| Community Impact: Adherence to HPP’s commitment to donate 1% of adjusted net earnings annually | | | 1 | | | 1 | | | We donated $1.1M in 2021, or 3.1% of adjusted net earnings, well above target | |
| Supplier Diversity: On track to achieve HPP’s target to increase development project spend with local and/or traditionally underrepresented supplier to 15% by 2025 | | | 1 | | | 1 | | | OWS landed >20% and both SGO and Wash100, on track to be significantly over 15% | |
| TOTAL POSSIBLE POINTS: | | | 15 POINTS | | | 13 POINTS | | | | |
| PERFORMANCE FACTOR | | | REVIEW OF | |
| Pre-Development and Development Activities | | | • • • • Cash rents commenced on Company 3’s full-building, 130,000-square-foot lease at Harlow office development, and | |
| Studio Segment Results | | | • Same-store studio NOI increased • Maintained strong same-store studios portfolio trailing 12-month occupancy percentage at 84.6% (as compared to 85.7%. in 2021) • • | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| PERFORMANCE FACTOR | | | REVIEW OF 2022 PERFORMANCE | |
| Balance Sheet Management | | | • • Investment grade credit rated with • | |
| |
| EXECUTIVE | | | ($) | | |||
| Victor J. Coleman | | | | | | | |
| Mark T. Lammas | | | | | | | |
| Harout Diramerian | | | | | | | |
| Arthur X. Suazo | | | | | | | |
| Steven Jaffe | | | | | | | |
| Kay L. Tidwell | | | | | 567,842 | | |
| | The Compensation Committee approved below target cash bonus payouts for 2022 that represented a 20% year-over-year reduction for our CEO | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| EXECUTIVE | | | 2021 LTIP UNIT AWARD (#)(1) | | | 2021 LTIP UNIT AWARD ($)(2) | | ||||||
| Victor J. Coleman | | | | | 162,075 | | | | | | 4,000,000 | | |
| Mark T. Lammas | | | | | 70,908 | | | | | | 1,750,000 | | |
| Harout Diramerian | | | | | 25,324 | | | | | | 625,000 | | |
| Arthur X. Suazo | | | | | 25,324 | | | | | | 625,000 | | |
| Steven Jaffe | | | | | 20,259 | | | | | | 500,000 | | |
| EXECUTIVE | | | ANNUAL LTIP UNIT AWARD ($)(2) | | |||
| Victor J. Coleman | | | | | 4,000,000 | | |
| Mark T. Lammas | | | | | 1,750,000 | | |
| Harout Diramerian | | | | | 625,000 | | |
| Arthur X. Suazo | | | | | 625,000 | | |
| Steven Jaffe | | | | | 500,000 | | |
| Kay L. Tidwell | | | | | 500,000 | | |
| | No increases to the value of annual time-based LTIP Units awards granted in January 2023 (as compared to the most recent grant date in December 2021). The new timing is aligned with most peer companies and consistent with the Performance Unit awards which are granted in the first quarter each year | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| FEATURE | | | DESCRIPTION | | | OBJECTIVE | |
| Plan Concept | | | Three-year performance award program with Performance Units issued at the onset of the plan which may be earned as follows: (i) 50% of grant date fair value based on relative TSR performance (the “Relative TSR Units”) and (ii) 50% of grant date fair value based on operational metrics, subject to an absolute TSR modifier (the “Operational Units”) | | |||
| Relative TSR Units | | | • Three-year measurement period, ending on December 31, • Relative TSR Units may be earned between 37.5% and 250% of target based on relative TSR performance equal to -1,000 bps to +1,500 bps as compared to the FTSE NAREIT Equity Office Index • Payouts for in-between performance will be calculated using straight-line interpolation • No payouts will be earned for relative TSR less than -1,000 bps | | | • Promotes value creation over a long-term period • Rewards executives only if we deliver strong stockholder returns relative to our office peers | |
| Operational Units | | | • Initial measurement period • Operational Units may be earned between 50% and 250% of target based on • Operational Units are subject to a reduced payout of up to 40% fewer units if absolute TSR is less than 30% over the three years • Payouts for in-between performance will be calculated using straight-line interpolation | | | • Metrics promote strong operational performance and focus on investor priorities that will contribute to long-term value creation • Modifier limits the reward in periods when absolute TSR performance is not strong, including negative returns | |
| Post-Vesting Holding Period | | | • Requires any Performance Units earned under the plan be subject to a two-year holding period during which time the units may not be transferred | | | • Ensures the continued alignment with stockholders following the conclusion of the measurement period | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | | | 2022 PERFORMANCE UNIT AWARD VALUES | | |||||||||||||||
| EXECUTIVE | | | TOTAL TARGET AWARD ($) | | | OPERATIONAL PERFORMANCE UNIT VALUE AT TARGET ($) | | | RELATIVE TSR PERFORMANCE UNIT VALUE AT TARGET ($) | | |||||||||
| Victor J. Coleman | | | | $ | 4,000,000 | | | | | $ | 2,000,000 | | | | | $ | 2,000,000 | | |
| Mark T. Lammas | | | | | 1,750,000 | | | | | | 875,000 | | | | | | 875,000 | | |
| Harout Diramerian | | | | | 625,000 | | | | | | 312,500 | | | | | | 312,500 | | |
| Arthur X. Suazo | | | | | 500,000 | | | | | | 250,000 | | | | | | 250,000 | | |
| Steven Jaffe | | | | | 500,000 | | | | | | 250,000 | | | | | | 250,000 | | |
| Kay L. Tidwell | | | | | 500,000 | | | | | | 250,000 | | | | | | 250,000 | | |
| | | | 2021 PERFORMANCE UNIT AWARD VALUES | | |||||||||||||||
| EXECUTIVE | | | TOTAL TARGET AWARD ($) | | | OPERATIONAL PERFORMANCE UNIT VALUE AT TARGET ($) | | | RELATIVE TSR PERFORMANCE UNIT VALUE AT TARGET ($) | | |||||||||
| Victor J. Coleman | | | | $ | 4,000,000 | | | | | $ | 2,000,000 | | | | | $ | 2,000,000 | | |
| Mark T. Lammas | | | | | 1,750,000 | | | | | | 875,000 | | | | | | 875,000 | | |
| Harout Diramerian | | | | | 625,000 | | | | | | 312,500 | | | | | | 312,500 | | |
| Arthur X. Suazo | | | | | 500,000 | | | | | | 250,000 | | | | | | 250,000 | | |
| Steven Jaffe | | | | | 500,000 | | | | | | 250,000 | | | | | | 250,000 | | |
| | | | PAYOUT AS A PERCENT OF POTENTIAL UNITS OPERATIONAL UNITS | | | | | | | | PAYOUT AS A PERCENT OF POTENTIAL UNITS OPERATIONAL UNITS | | | | | ||||||||||||
| PLAN YEAR | | OPERATIONAL UNITS WITH ABSOLUTE TSR MODIFIER | | RELATIVE TSR UNITS | | TOTAL UNITS | | STATUS | | PLAN YEAR | | OPERATIONAL UNITS WITH ABSOLUTE TSR MODIFIER | | RELATIVE TSR UNITS | | TOTAL UNITS | | STATUS | | ||||||||
| 2021 Performance Units | | 57.2% (including 14% reduction based on absolute TSR performance)(1) | | 33.3% | | 47.9% | | 2 Years of performance remaining | | 2022 Performance Units | | 57.9% (including 40% reduction based on absolute TSR performance)(1) | | 31.8% | | 48.4% | | 2 Years of performance remaining | |
| PERFORMANCE CRITERIA | | | WEIGHTING | | | THRESHOLD | | | TARGET | | | MAXIMUM | | | | ACTUAL RESULTS | | | PERCENTAGE EARNED | |
| Annual Net Debt to Annual Gross Asset Value | | | 30% | | | 31% | | | 30% | | | 29% | | | | 31.9% | | | 0% | |
| Leasing Volume | | | 30% | | | 1,137,000 sf | | | 1,208,000 sf | | | 1,279,000 sf | | | | 1,718,274 sf | | | 30% | |
| LEED Certification | | | 10% | | | 81.8% | | | 83.5% | | | 85.2% | | | | 86.8% | | | 10% | |
| Fitwel Certification | | | 10% | | | 28.5% | | | 30.0% | | | 31.5% | | | | 30.5% | | | 6.7% | |
| G&A to Consolidated Gross Assets | | | 20% | | | 0.79% | | | 0.74% | | | 0.69% | | | | 0.64% | | | 20% | |
| TOTAL | | | 100% | | | | | | | | | | | | | | | | 66.7% | |
| PERFORMANCE CRITERIA | | | WEIGHTING | | | THRESHOLD | | | TARGET | | | MAXIMUM | | | | ACTUAL RESULTS | | | PERCENTAGE EARNED | |
| Leasing Volume | | | 40% | | | 1,184,650 sf | | | 1,538,500 sf | | | 1,692,350 sf | | | | 2,055,605 sf | | | 40.0% | |
| LEED Certification | | | 15% | | | 87.7% | | | 89.0% | | | 90.3% | | | | 89.7% | | | 11.5% | |
| Fitwel Certification | | | 15% | | | 36.1% | | | 38.0% | | | 39.9% | | | | 40.0% | | | 15.0% | |
| G&A to Consolidated Gross Assets | | | 30% | | | 0.77% | | | 0.72% | | | 0.67% | | | | 0.61% | | | 30.0% | |
| TOTAL | | | 100% | | | | | | | | | | | | | | | | 96.5% | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| PLAN YEAR | | | ABSOLUTE POOL | | | POOL | | | TOTAL POOL | | | TOTAL POOL AS A PERCENT OF POTENTIAL VALUE | | | STATUS | |
| 2019 OPP ($28,000,000 Plan Maximum) | | | $0 | | | $0 | | | $0 | | | 0% | | | Concluded | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| EXECUTIVE | | | OWNERSHIP REQUIREMENT AS A MULTIPLE OF BASE SALARY | | |||
| Victor J. Coleman | | | | | 10x | | |
| NEOs | | | | | 3x | | |
| All other executives | | | | | 1x | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| NAME AND PRINCIPAL POSITION | | YEAR | | SALARY ($) | | BONUS ($)(1) | | STOCK AWARDS ($)(2) | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | | ALL OTHER COMPENSATION ($)(4) | | TOTAL ($) | | NAME AND PRINCIPAL POSITION | | YEAR | | SALARY ($) | | BONUS ($)(1) | | STOCK AWARDS ($)(2) | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | | ALL OTHER COMPENSATION ($)(4) | | TOTAL ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Victor J. Coleman Chief Executive Officer, President and Chairman of the Board | | | | | 2021 | | | | $ | 950,001 | | | | $ | 336,657 | | | | $ | 8,431,334 | | | | $ | 694,688 | | | | $ | 136,136 | | | | $ | 10,548,816 | | | Victor J. Coleman Chief Executive Officer and Chairman of the Board | | | | | 2022 | | | | $ | 1,000,000 | | | | $ | 164,593 | | | | $ | 4,822,958 | | | | $ | 658,373 | | | | $ | 144,416 | | | | $ | 6,790,340 | | | ||||||||||||
| | | 2020 | | | | | 950,000 | | | | | 831,250 | | | | | 7,598,582 | | | | | — | | | | | 107,418 | | | | | 9,487,250 | | | | | | 2021 | | | | | 950,001 | | | | | 336,657 | | | | | 8,431,334 | | | | | 694,688 | | | | | 136,136 | | | | | 10,548,816 | | | |||||||||||||||||
| | | 2019 | | | | | 850,000 | | | | | 382,500 | | | | | 6,497,825 | | | | | 1,530,000 | | | | | 67,417 | | | | | 9,327,742 | | | | | | 2020 | | | | | 950,000 | | | | | 831,250 | | | | | 7,598,582 | | | | | — | | | | | 107,418 | | | | | 9,487,250 | | | |||||||||||||||||
| Mark T. Lammas President and Treasurer | | | | | 2021 | | | | $ | 725,000 | | | | $ | 194,119 | | | | $ | 3,682,186 | | | | $ | 400,563 | | | | $ | 5,734 | | | | | 5,007,602 | | | Mark T. Lammas President and Treasurer | | | | | 2022 | | | | $ | 762,000 | | | | $ | 93,169 | | | | $ | 2,215,837 | | | | $ | 372,674 | | | | $ | 8,804 | | | | $ | 3,452,484 | | | ||||||||||||
| | | 2020 | | | | | 725,000 | | | | | 471,250 | | | | | 3,328,165 | | | | | — | | | | | 5,712 | | | | | 4,530,037 | | | | | | 2021 | | | | | 725,000 | | | | | 194,119 | | | | | 3,682,186 | | | | | 400,563 | | | | | 5,734 | | | | | 5,007,602 | | | |||||||||||||||||
| | | 2019 | | | | | 650,000 | | | | | 221,000 | | | | | 2,610,640 | | | | | 884,000 | | | | | 5,622 | | | | | 4,371,262 | | | | | | 2020 | | | | | 725,000 | | | | | 471,250 | | | | | 3,328,165 | | | | | — | | | | | 5,712 | | | | | 4,530,127 | | | |||||||||||||||||
| Harout Diramerian Chief Financial Officer | | | | | 2021 | | | | $ | 450,000 | | | | $ | 159,469 | | | | $ | 1,194,094 | | | | $ | 329,063 | | | | $ | 5,734 | | | | $ | 2,138,360 | | | Harout Diramerian Chief Financial Officer | | | | | 2022 | | | | $ | 473,000 | | | | $ | 76,741 | | | | $ | 752,883 | | | | $ | 306,966 | | | | $ | 8,804 | | | | $ | 1,618,394 | | | ||||||||||||
| | | 2020 | | | | | 415,000 | | | | | 311,250 | | | | | 912,190 | | | | | — | | | | | 5,712 | | | | | 1,644,152 | | | | | | 2021 | | | | | 450,000 | | | | | 159,469 | | | | | 1,194,094 | | | | | 329,063 | | | | | 5,734 | | | | | 2,138,360 | | | |||||||||||||||||
| Arthur X. Suazo Executive Vice President, Leasing | | | | 2021 | | | | $ | 550,000 | | | | $ | 140,333 | | | | $ | 1,171,266 | | | | $ | 289,575 | | | | $ | 5,734 | | | | $ | 2,156,908 | | | | | | 2020 | | | | | 415,000 | | | | | 311,250 | | | | | 912,190 | | | | | — | | | | | 5,712 | | | | | 1,644,152 | | | |||||||||||||||
| Steven Jaffe Executive Vice President, Business Affairs | | | | 2021 | | | | $ | 500,000 | | | | $ | 148,838 | | | | $ | 1,120,402 | | | | $ | 307,125 | | | | $ | 5,734 | | | | $ | 2,082,099 | | | Arthur X. Suazo Executive Vice President, Leasing | | | | | 2022 | | | | $ | 578,000 | | | | $ | 62,518 | | | | $ | 812,572 | | | | $ | 250,073 | | | | $ | 8,804 | | | | $ | 1,711,967 | | | |||||||||||||
| | | | 2021 | | | | | 550,000 | | | | | 140,333 | | | | | 1,171,266 | | | | | 289,575 | | | | | 5,734 | | | | | 2,156,908 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven Jaffe Executive Vice President, Business Affairs | | | | | 2022 | | | | $ | 525,000 | | | | $ | 90,855 | | | | $ | 613,562 | | | | $ | 363,421 | | | | $ | 8,804 | | | | $ | 1,601,642 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 2021 | | | | | 500,000 | | | | | 148,838 | | | | | 1,120,402 | | | | | 307,125 | | | | | 5,734 | | | | | 2,082,099 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Kay L. Tidwell Executive Vice President, Chief Risk Officer, General Counsel and Secretary | | | | 2022 | | | | $ | 525,000 | | | | $ | 85,178 | | | | $ | 641,948 | | | | $ | 340,712 | | | | $ | 8,804 | | | | $ | 1,601,642 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| | | | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | | GRANT DATE FAIR VALUE OF STOCK AWARDS ($) | | | | | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | | GRANT DATE FAIR VALUE OF STOCK AWARDS ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NAME | | GRANT DATE | | THRESHOLD ($) | | TARGET ($) | | MAXIMUM ($) | | THRESHOLD (#) | | TARGET (#) | | MAXIMUM (#) | | NAME | | GRANT DATE | | THRESHOLD ($) | | TARGET ($) | | MAXIMUM ($) | | THRESHOLD (#) | | TARGET (#) | | MAXIMUM (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Victor J. Coleman | | | | | | | | | $ | 1,187,500 | | | | $ | 1,662,500 | | | | $ | 2,137,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Victor J. Coleman | | | | | | | | | $ | 1,050,000 | | | | $ | 1,750,000 | | | | $ | 2,625,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 01/01/2021(2) | | | | | — | | | | | — | | | | | — | | | | | 55,083 | | | | | 146,889 | | | | | 367,223 | | | | | — | | | | $ | 3,999,992(3) | | | | | | 3/8/2022(2) | | | | | — | | | | | — | | | | | — | | | | | 45,898 | | | | | 122,394 | | | | | 305,987 | | | | | — | | | | | 4,000,005(3) | | | |||||||||||||||||||||
| | | 12/29/2021(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 162,075 | | | | | 3,400,009(5) | | | | | | 3/1/2023(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 89,842 | | | | | 822,953(5) | | | |||||||||||||||||||||
| | | 12/29/2021(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 40,345 | | | | | 995,715(7) | | | Mark T. Lammas | | | | | | | | | | 594,360 | | | | | 990,600 | | | | | 1,485,900 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||
| | | 03/08/2022(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,339 | | | | | 35,617(8) | | | | | | 3/8/2022(2) | | | | | — | | | | | — | | | | | — | | | | | 20,080 | | | | | 53,547 | | | | | 133,869 | | | | | — | | | | | 1,749,996(3) | | | |||||||||||||||||||||
| Mark T. Lammas | | | | | | | | | | 652,500 | | | | | 942,500 | | | | | 1,232,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/1/2023(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 50,856 | | | | | 465,841(5) | | | ||||||||||||||||||
| | | 01/01/2021(2) | | | | | — | | | | | — | | | | | — | | | | | 22,033 | | | | | 55,755 | | | | | 146,889 | | | | | — | | | | | 1,599,998(3) | | | Harout Diramerian | | | | | | | | | | 326,370 | | | | | 543,950 | | | | | 815,925 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||
| | | 12/29/2021(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 70,908 | | | | | 1,487,508(5) | | | | | | 3/8/2022(2) | | | | | — | | | | | — | | | | | — | | | | | 7,171 | | | | | 19,124 | | | | | 47,810 | | | | | — | | | | | 624,991(3) | | | |||||||||||||||||||||
| | | 12/29/2021(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 23,214 | | | | | 572,922(7) | | | | | | 3/1/2023(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 13,962 | | | | | 127,892(5) | | | |||||||||||||||||||||
| | | 03/08/2022(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 818 | | | | | 21,759(8) | | | Arthur X. Suazo | | | | | | | | | | 398,820 | | | | | 664,700 | | | | | 997,050 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||
| Harout Diramerian | | | | | | | | | | 360,000 | | | | | 517,500 | | | | | 675,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/8/2022(2) | | | | | — | | | | | — | | | | | — | | | | | 5,737 | | | | | 15,299 | | | | | 38,248 | | | | | — | | | | | 499,996(3) | | | ||||||||||||||||||
| | | 01/01/2021(2) | | | | | — | | | | | — | | | | | — | | | | | 6,885 | | | | | 18,361 | | | | | 45,903 | | | | | — | | | | | 500,002(3) | | | | | | 3/1/2023(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 34,124 | | | | | 312,576(5) | | | |||||||||||||||||||||
| | | 12/29/2021(4) | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | 25,324 | | | | | 531,247(5) | | | Steven Jaffe | | | | | | | | | | 362,250 | | | | | 603,750 | | | | | 905,625 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||
| | | 12/29/2021(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 6,359 | | | | | 156,940(7) | | | | | | 3/8/2022(2) | | | | | — | | | | | — | | | | | — | | | | | 5,737 | | | | | 15,299 | | | | | 38,248 | | | | | — | | | | | 499,996(3) | | | |||||||||||||||||||||
| | | 03/08/2022(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 222 | | | | | 5,905(8) | | | | | | 3/1/2023(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,398 | | | | | 113,566(5) | | | |||||||||||||||||||||
| Arthur X. Suazo | | | | | | | | | | 467,500 | | | | | 605,000 | | | | | 742,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Kay Tidwell | | | | | | | | | | 362,250 | | | | | 603,750 | | | | | 905,625 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 01/01/2021(2) | | | | | — | | | | | — | | | | | — | | | | | 6,024 | | | | | 16,065 | | | | | 40,164 | | | | | — | | | | | 500,007(3) | | | | | | 3/8/2022(2) | | | | | — | | | | | — | | | | | — | | | | | 5,737 | | | | | 15,299 | | | | | 38,248 | | | | | — | | | | | 499,996(3) | | | |||||||||||||||||||||
| | | 12/29/2021(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 25,324 | | | | | 531,247(5) | | | | | | 3/1/2023(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 15,497 | | | | | 141,952(5) | | | |||||||||||||||||||||
| | | 12/29/2021(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,339 | | | | | 131,767(7) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 03/08/2022(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 310 | | | | | 8,246(8) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steven Jaffe | | | | | | | | | | 425,000 | | | | | 550,000 | | | | | 675,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 01/01/2021(2) | | | | | — | | | | | — | | | | | — | | | | | 6,024 | | | | | 16,065 | | | | | 40,164 | | | | | — | | | | | 500,007(3) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 12/29/2021(4) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 20,259 | | | | | 424,993(5) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 12/29/2021(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 7,690 | | | | | 189,789(7) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 03/08/2022(6) | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 211 | | | | | 5,613(8) | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| NAME | | | NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED (#) | | | MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | ||||||||||||
| Victor J. Coleman | | | | | 56,762(1) | | | | | $ | 552,294(2) | | | | | | — | | | | | | — | | |
| | | 108,050(3) | | | | | $ | 1,051,327(2) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | 169,436(4) | | | | | $ | 1,589,310(2) | | | |||
| | | — | | | | | | — | | | | | | 305,987(5) | | | | | | 2,870,158(2) | | | |||
| Mark T. Lammas | | | | | 22,705(1) | | | | | $ | 220,920(2) | | | | | | — | | | | | | — | | |
| | | 47,272(3) | | | | | $ | 459,957(2) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | 67,774(4) | | | | | $ | 635,720(2) | | | |||
| | | — | | | | | | — | | | | | | 133,869(5) | | | | | | 1,255,691(2) | | | |||
| Harout Diramerian | | | | | 7,095(1) | | | | | $ | 69,034(2) | | | | | | — | | | | | | — | | |
| | | 16,883(3) | | | | | $ | 164,272(2) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | 21,179(4) | | | | | $ | 198,659(2) | | | |||
| | | — | | | | | | — | | | | | | 47,810(5) | | | | | | 448,458(2) | | | |||
| Arthur X. Suazo | | | | | 8,869(1) | | | | | $ | 86,295(2) | | | | | | — | | | | | | — | | |
| | | 16,883(3) | | | | | $ | 164,272(2) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | 18,530(4) | | | | | $ | 173,811(2) | | | |||
| | | — | | | | | | — | | | | | | 38,248(5) | | | | | | 358,766(2) | | | |||
| Steven Jaffe | | | | | 7,095(1) | | | | | $ | 69,034(2) | | | | | | — | | | | | | — | | |
| | | 13,506(3) | | | | | $ | 131,413(2) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | 18,530(4) | | | | | $ | 173,811(2) | | | |||
| | | — | | | | | | — | | | | | | 38,248(5) | | | | | | 358,766(2) | | | |||
| Kay L. Tidwell | | | | | 7,095(1) | | | | | $ | 69,034(2) | | | | | | — | | | | | | — | | |
| | | 13,506(3) | | | | | $ | 131,413(2) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | 18,530(4) | | | | | $ | 173,811(2) | | | |||
| | | — | | | | | | — | | | | | | 38,248(5) | | | | | | 358,766(2) | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| NAME | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | VALUE REALIZED ON VESTING ($)(1) | | NAME | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | VALUE REALIZED ON VESTING ($)(1) | | ||||||||||||||||
| Victor J. Coleman | | | | 197,221 | | | | $ | 4,844,463 | | | Victor J. Coleman | | | | 208,676 | | | | $ | 1,980,438 | | | ||||
| Mark T. Lammas | | | | 86,790 | | | | $ | 2,128,828 | | | Mark T. Lammas | | | | 83,985 | | | | $ | 801,865 | | | ||||
| Harout Diramerian | | | | 25,011 | | | | $ | 614,020 | | | Harout Diramerian | | | | 25,932 | | | | $ | 247,065 | | | ||||
| Arthur X. Suazo | | | | 35,853 | | | | $ | 881,027 | | | Arthur X. Suazo | | | | 28,540 | | | | $ | 273,043 | | | ||||
| Steven Jaffe | | | | 28,202 | | | | $ | 692,200 | | | Steven Jaffe | | | | 23,862 | | | | $ | 227,459 | | | ||||
| Kay L. Tidwell | | | | 23,048 | | | | $ | 219,221 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| SEVERANCE BENEFIT | | | AMOUNT | |
| Without “Cause” or for “Good Reason” | | | | |
| Lump Sum Cash Payment | | | Multiple of the sum of: • Annual base salary then in effect, and • Average Bonus Multiple for each executive is as follows: • 3 times for Mr. Coleman • 2 times for Mr. Lammas • 1 times for Messrs. Diramerian, Suazo, and Jaffe and Ms. Tidwell | |
| Annual Cash Bonus Award | | | Prorated Average Bonus | |
| Treatment of Outstanding Equity Awards | | | Accelerated vesting of time-based vesting awards | |
| Company-Subsidized Healthcare Continuation | | | Coverage for up to 18 months (36 months for Mr. Coleman) after the termination date | |
| Without “Cause” or for “Good Reason,” on or within one year after a Change in Control | | |||
| Lump Sum Cash Payment | | | Multiple of the sum of: • Annual base salary then in effect, and • Average Bonus Multiple for each executive is as follows: • 3 times for Messrs. Coleman and Lammas • 2 times for Mr. Diramerian, Suazo, and Jaffe and Ms. Tidwell | |
| Annual Cash Bonus Award | | | Same as above | |
| Treatment of Outstanding Equity Awards | | | Same as above | |
| Company-Subsidized Healthcare Continuation | | | Same as above | |
| Death or Disability | | | ||
| Lump Sum Cash Payment | | | One times the sum of: • Annual base salary then in effect, and • Average Bonus | |
| (Mr. Coleman only) | | | | |
| Annual Cash Bonus Award | | | Same as above | |
| Treatment of Outstanding Equity Awards | | | Same as above | |
| Company-Subsidized Healthcare Continuation (Mr. Coleman only) | | | Coverage for up to 12 months after the termination date | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| NAME | | | BENEFIT | | | DEATH ($) | | | DISABILITY ($) | | | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL)($) | | | CHANGE IN CONTROL (NO TERMINATION) ($)(1) | | | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON IN CONNECTION WITH A CHANGE IN CONTROL($)(1) | | |||||||||||||||
| Victor J. Coleman | | | Cash Severance(2) | | | | $ | 2,737,500 | | | | | $ | 2,737,500 | | | | | $ | 8,212,500 | | | | | | — | | | | | $ | 8,212,500 | | |
| Continued Health Benefits(3) | | | | | 34,168 | | | | | | 34,168 | | | | | | 102,503 | | | | | | — | | | | | | 102,503 | | | |||
| Equity Acceleration | | | | | 15,187,530(4) | | | | | | 15,187,530(4) | | | | | | 15,187,530(4) | | | | | $ | 7,274,277(5) | | | | | | 15,187,530(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 18,009,198 | | | | | | 17,959,198 | | | | | | 23,502,533 | | | | | | 7,274,277 | | | | | | 23,502,533 | | | |||
| Mark T. Lammas | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | | 3,497,500 | | | | | | — | | | | | | 5,246,250 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 51,251 | | | | | | — | | | | | | 51,251 | | | |||
| Equity Acceleration | | | | | 5,176,931(4) | | | | | | 5,176,931(4) | | | | | | 5,176,931(4) | | | | | | 1,960,727(5) | | | | | | 5,176,931(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 5,226,931 | | | | | | 5,176,931 | | | | | | 8,725,682 | | | | | | 1,960,727 | | | | | | 10,474,432 | | | |||
| Harout Diramerian | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | | 847,250 | | | | | | — | | | | | | 2,541,750 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 12,171 | | | | | | — | | | | | | 12,171 | | | |||
| Equity Acceleration | | | | | 1,963,255(4) | | | | | | 1,963,255(4) | | | | | | 1,963,255(4) | | | | | | 882,044(5) | | | | | | 1,963,255(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 2,013,255 | | | | | | 1,963,255 | | | | | | 2,822,676 | | | | | | 882,044 | | | | | | 4,517,176 | | | |||
| Arthur X. Suazo | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | | 1,176,250 | | | | | | — | | | | | | 2,352,500 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 16,198 | | | | | | — | | | | | | 16,198 | | | |||
| Equity Acceleration | | | | | 1,980,994(4) | | | | | | 1,980,994(4) | | | | | | 1,980,994(4) | | | | | | 430,812(5) | | | | | | 1,980,994(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 2,030,994 | | | | | | 1,980,994 | | | | | | 3,173,442 | | | | | | 430,812 | | | | | | 4,349,692 | | | |||
| Steven Jaffe | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | | 1,095,625 | | | | | | — | | | | | | 2,191,250 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 43,433 | | | | | | — | | | | | | 43,433 | | | |||
| Equity Acceleration | | | | | 1,740,615(4) | | | | | | 1,740,615(4) | | | | | | 1,740,615(4) | | | | | | 779,025(5) | | | | | | 1,740,615(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 1,790,615 | | | | | | 1,740,615 | | | | | | 2,89,673 | | | | | | 779,025 | | | | | | 3,975,298 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| NAME | | | BENEFIT | | | DEATH ($) | | | DISABILITY ($) | | | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL)($) | | | CHANGE IN CONTROL (NO TERMINATION) ($)(1) | | | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON IN CONNECTION WITH A CHANGE IN CONTROL($)(1) | | |||||||||||||||
| Victor J. Coleman | | | Cash Severance(2) | | | | $ | 2,862,594 | | | | | $ | 2,862,594 | | | | | $ | 8,587,782 | | | | | | — | | | | | $ | 8,587,782 | | |
| Continued Health Benefits(3) | | | | | 34,356 | | | | | | 34,356 | | | | | | 103,069 | | | | | | — | | | | | | 103,069 | | | |||
| Equity Acceleration | | | | | 5,175,610(4) | | | | | | 5,175,610(4) | | | | | | 5,175,610(4) | | | | | $ | 3,571,989(5) | | | | | | 5,175,610(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 8,122,560 | | | | | | 8,072,560 | | | | | | 13,866,461 | | | | | | 3,571,989 | | | | | | 13,866,461 | | | |||
| Mark T. Lammas | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | $ | 3,655,864 | | | | | | — | | | | | $ | 5,483,796 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 51,535 | | | | | | — | | | | | | 51,535 | | | |||
| Equity Acceleration | | | | | 2,171,840(4) | | | | | | 2,171,840(4) | | | | | | 2,171,840(4) | | | | | $ | 1,490,963(5) | | | | | | 2,171,840(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 2,221,840 | | | | | | 2,171,840 | | | | | | 5,879,239 | | | | | | 1,490,963 | | | | | | 7,707,171 | | | |||
| Harout Diramerian | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | $ | 1,006,188 | | | | | | — | | | | | $ | 2,012,376 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 43,716 | | | | | | — | | | | | | 43,716 | | | |||
| Equity Acceleration | | | | | 731,592(4) | | | | | | 731,592(4) | | | | | | 731,592(4) | | | | | $ | 498,286(5) | | | | | | 731,592(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 781,592 | | | | | | 731,592 | | | | | | 1,781,496 | | | | | | 498,286 | | | | | | 2,787,684 | | | |||
| Arthur X. Suazo | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | $ | 1,225,007 | | | | | | — | | | | | $ | 2,450,014 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 16,417 | | | | | | — | | | | | | 16,417 | | | |||
| Equity Acceleration | | | | | 667,135(4) | | | | | | 667,135(4) | | | | | | 667,135(4) | | | | | $ | 279,103(5) | | | | | | 667,135(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 717,135 | | | | | | 667,135 | | | | | | 1,908,559 | | | | | | 279,103 | | | | | | 3,133,566 | | | |||
| Steven Jaffe | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | $ | 1,125,688 | | | | | | — | | | | | $ | 2,251,376 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 30,020 | | | | | | — | | | | | | 30,020 | | | |||
| Equity Acceleration | | | | | 617,015(4) | | | | | | 617,015(4) | | | | | | 617,015(4) | | | | | $ | 416,568(5) | | | | | | 617,015(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 667,015 | | | | | | 617,015 | | | | | | 1,772,723 | | | | | | 416,568 | | | | | | 2,898,411 | | | |||
| Kay L. Tidwell | | | Cash Severance(2) | | | | | — | | | | | | — | | | | | $ | 1,024,063 | | | | | | — | | | | | $ | 2,048,126 | | |
| Continued Health Benefits(7) | | | | | — | | | | | | — | | | | | | 30,164 | | | | | | — | | | | | | 30,164 | | | |||
| Equity Acceleration | | | | | 617,015(4) | | | | | | 617,015(4) | | | | | | 617,015(4) | | | | | $ | 416,568(5) | | | | | | 617,015(4) | | | |||
| Life Insurance(6) | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 667,015 | | | | | | 617,015 | | | | | | 1,671,242 | | | | | | 416,568 | | | | | | 2,695,305 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| Year | | | Summary Compensation Table Total for PEO ($) | | | Compensation Actually Paid to PEO ($)(1) | | | Average Summary Compensation Table Total for Other NEOs ($) | | | Average Compensation Actually Paid to Other NEOs ($)(1) | | | Value of Initial Fixed $100 Investment Based On: | | | | |||||||||||||||||||||||||||||||
| Total Shareholder Return ($)(2) | | | Peer Group Total Shareholder Return ($)(3) | | | Net Income (in millions) ($) | | | FFO per Share (as adjusted) ($)(4) | | |||||||||||||||||||||||||||||||||||||||
| 2022 | | | | $ | 6,790,340 | | | | | $ | (5,665,170) | | | | | $ | 1,997,226 | | | | | $ | (356,855) | | | | | $ | 30.02 | | | | | $ | 66.06 | | | | | $ | (16.5) | | | | | $ | 2.02 | | |
| 2021 | | | | $ | 10,548,816 | | | | | $ | 9,505,900 | | | | | $ | 2,846,242 | | | | | $ | 2,547,509 | | | | | $ | 71.13 | | | | | $ | 102.50 | | | | | $ | 29.0 | | | | | $ | 1.99 | | |
| 2020 | | | | $ | 9,487,250 | | | | | $ | (1,746,873) | | | | | $ | 3,197,016 | | | | | $ | (297,789) | | | | | $ | 66.61 | | | | | $ | 83.39 | | | | | $ | 16.4 | | | | | $ | 1.91 | | |
| Year | | | PEO | | | Non-PEO NEOs | |
| 2022 | | | Victor J. Coleman | | | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo, Steven Jaffe and Kay L. Tidwell | |
| 2021 | | | Victor J. Coleman | | | Mark T. Lammas, Harout Diramerian, Arthur X. Suazo and Steven Jaffe | |
| 2020 | | | Victor J. Coleman | | | Mark T. Lammas, Harout Diramerian, Alexander Vouvalides and Joshua A. Hatfield | |
| Adjustments to Determine Compensation “Actually Paid” for PEO | | | 2022 | | | 2021 | | | 2020 | | |||||||||
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | | | | | (4,822,958) | | | | | | (8,431,334) | | | | | | (7,598,582) | | |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | | | | | 1,227,894 | | | | | | 8,171,332 | | | | | | 5,656,443 | | |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | | | | | 35,617 | | | | | | 996,925 | | | | | | 831,241 | | |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | | | | | (5,905,835) | | | | | | (652,908) | | | | | | (8,371,120) | | |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | | | | | (2,070,805) | | | | | | 116,269 | | | | | | (1,752,105) | | |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | | | | | (919,424) | | | | | | (1,243,200) | | | | | | 0 | | |
| Total Adjustments | | | | | (12,455,510) | | | | | | (1,042,916) | | | | | | (11,234,123) | | |
| Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average) | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | | | | | (1,007,360) | | | | | | (1,791,987) | | | | | | (2,137,304) | | |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | | | | | 237,904 | | | | | | 1,626,555 | | | | | | 1,586,431 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| Adjustments to Determine Compensation “Actually Paid” for PEO | | | 2022 | | | 2021 | | | 2020 | | |||||||||
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | | | | | 9,241 | | | | | | 299,868 | | | | | | 143,753 | | |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | | | | | (1,057,832) | | | | | | (129,818) | | | | | | (2,689,582) | | |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | | | | | (370,083) | | | | | | 22,340 | | | | | | (398,252) | | |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | | | | | (165,950) | | | | | | (325,693) | | | | | | 0 | | |
| Total Adjustments | | | | | (2,354,081) | | | | | | (298,733) | | | | | | (3,494,954) | | |
| | Most Import Financial Measures for 2022 | | |
| | FFO per Share | | |
| | Same-Store Cash NOI Growth | | |
| | Office Portfolio Leased | | |
| | Leasing Volume | | |
| | G&A to Consolidated Gross Assets | | |
| | Accomplishment of ESG Priorities | | |
| | Relative TSR vs. Nareit Equity Office REIT Index | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| PLAN CATEGORY | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | | WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS(1) | | PLAN CATEGORY | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | | WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS(1) | | ||||||||||||||||||||||||
| Equity compensation plans approved by stockholders | | | | 2,864,409(2) | | | | | — | | | | | 7,216,460 | | | Equity compensation plans approved by stockholders | | | | 4,388,276(2) | | | | | — | | | | | 5,612,652 | | | ||||||
| Equity compensation plans not approved by stockholders | | | | — | | | | | — | | | | | — | | | Equity compensation plans not approved by stockholders | | | | — | | | | | — | | | | | — | | | ||||||
| Total | | | | 2,864,409 | | | | | — | | | | | 7,216,460 | | | Total | | | | 4,388,276 | | | | | — | | | | | 5,612,652 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| NAME OF BENEFICIAL OWNER | | NUMBER OF SHARES AND COMMON UNITS BENEFICIALLY OWNED | | PERCENTAGE OF OUTSTANDING COMMON STOCK(1) | | PERCENTAGE OF OUTSTANDING COMMON STOCK AND COMMON UNITS(2) | | NAME OF BENEFICIAL OWNER | | NUMBER OF SHARES AND COMMON UNITS BENEFICIALLY OWNED | | PERCENTAGE OF OUTSTANDING COMMON STOCK(1) | | PERCENTAGE OF OUTSTANDING COMMON STOCK AND COMMON UNITS(2) | | ||||||||||||||||||||||||
| The Vanguard Group(3) | | | | 22,023,045 | | | | | 15.23% | | | | | 15.04% | | | BlackRock, Inc.(3) | | | | 24,917,546 | | | | | 17.68% | | | | | 17.37% | | | ||||||
| BlackRock, Inc.(4) | | | | 18,406,536 | | | | | 12.73% | | | | | 12.57% | | | The Vanguard Group(4) | | | | 22,591,218 | | | | | 16.03% | | | | | 15.75% | | | ||||||
| Norges Bank (Central Bank of Norway)(5) | | | | 9,156,926 | | | | | 6.33% | | | | | 6.25% | | | Norges Bank (Central Bank of Norway)(5) | | | | 10,458,818 | | | | | 7.42% | | | | | 7.29% | | | ||||||
| Victor J. Coleman | | | | 1,926,193 | | | | | 1.33% | | | | | 1.32% | | | PGGM Investments(6) | | | | 6,969,784 | | | | | 4.95% | | | | | 4.86% | | | ||||||
| Mark T. Lammas | | | | 529,772 | | | | | * | | | | | * | | | Victor J. Coleman | | | | 1,912,428 | | | | | 1.36% | | | | | 1.33% | | | ||||||
| Jonathan M. Glaser | | | | 337,775 | | | | | * | | | | | * | | | Mark T. Lammas | | | | 462,130 | | | | | * | | | | | * | | | ||||||
| Arthur X. Suazo | | | | 214,212 | | | | | * | | | | | * | | | Jonathan M. Glaser | | | | 369,113 | | | | | * | | | | | * | | | ||||||
| Harout Diramerian | | | | 131,897 | | | | | * | | | | | * | | | Arthur X. Suazo | | | | 232,270 | | | | | * | | | | | * | | | ||||||
| Steven Jaffe | | | | 124,156 | | | | | * | | | | | * | | | Kay L. Tidwell | | | | 164,368 | | | | | * | | | | | * | | | ||||||
| Theodore R. Antenucci | | | | 69,053 | | | | | * | | | | | * | | | Harout Diramerian | | | | 133,870 | | | | | * | | | | | * | | | ||||||
| Mark D. Linehan | | | | 52,780 | | | | | * | | | | | * | | | Steven Jaffe | | | | 121,291 | | | | | * | | | | | * | | | ||||||
| Robert L. Harris II | | | | 36,553 | | | | | * | | | | | * | | | Theodore R. Antenucci | | | | 75,391 | | | | | * | | | | | * | | | ||||||
| Andrea Wong | | | | 17,899 | | | | | * | | | | | * | | | Mark D. Linehan | | | | 63,021 | | | | | * | | | | | * | | | ||||||
| Richard B. Fried | | | | 14,496 | | | | | * | | | | | * | | | Andrea Wong | | | | 15,758 | | | | | * | | | | | * | | | ||||||
| Christy Haubegger | | | | 10,626 | | | | | * | | | | | * | | | Richard B. Fried | | | | 14,496 | | | | | * | | | | | * | | | ||||||
| Karen Brodkin | | | | 4,705 | | | | | * | | | | | * | | | Christy Haubegger | | | | 8,485 | | | | | * | | | | | * | | | ||||||
| Ebs Burnough | | | | 589 | | | | | * | | | | | * | | | Karen Brodkin | | | | 2,564 | | | | | * | | | | | * | | | ||||||
| All directors and executive officers as a group (33 persons) | | | | 4,474,939 | | | | | 3.10% | | | | | 3.06% | | | Ebs Burnough | | | | 197 | | | | | * | | | | | * | | | ||||||
| All directors and executive officers as a group (34 persons) | | | | 4,226,182 | | | | | 3.00% | | | | | 2.95% | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | | | YEAR ENDED DECEMBER 31, | | | | | YEAR ENDED DECEMBER 30/31, | | ||||||||||||||||||
| | | | 2021 | | 2020 | | | | | 2022 | | 2021 | | ||||||||||||||
| Net income | | | $ | 29,012 | | | | $ | 16,430 | | | Net (loss) income | | | $ | (16,517) | | | | $ | 29,012 | | | ||||
| Adjustments: | | | | | | | | | | | | Adjustments: | | | | | | | | | | | | ||||
| Depreciation and amortization—Consolidated | | | | 343,614 | | | | | 299,682 | | | Depreciation and amortization—Consolidated | | | | 373,219 | | | | | 343,614 | | | ||||
| Depreciation and amortization—Non-real estate assets | | | | (7,719) | | | | | (2,286) | | | Depreciation and amortization—Non-real estate assets | | | | (23,110) | | | | | (7,719) | | | ||||
| Depreciation and amortization—Company’s Share from unconsolidated real estate entities | | | | 6,020 | | | | | 5,605 | | | Depreciation and amortization—Company’s Share from unconsolidated real estate entities | | | | 5,322 | | | | | 6,020 | | | ||||
| Impairment loss | | | | 2,762 | | | | | — | | | Impairment loss—Real estate assets | | | | 20,048 | | | | | 2,762 | | | ||||
| Unrealized (gain) loss on non-real estate investments | | | | (16,571) | | | | | 2,463 | | | Unrealized loss (gain) on non-real estate investments | | | | 1,440 | | | | | (16,571) | | | ||||
| Tax impact of unrealized gain on non-real estate investment | | | | 3,849 | | | | | — | | | Tax impact of unrealized gain on non-real estate investment | | | | — | | | | | 3,849 | | | ||||
| FFO attributable to non-controlling interests | | | | (64,388) | | | | | (37,644) | | | FFO attributable to non-controlling interests | | | | (71,100) | | | | | (64,388) | | | ||||
| FFO attributable to preferred units | | | | (2,893) | | | | | (612) | | | FFO attributable to preferred shares and units | | | | (21,043) | | | | | (2,893) | | | ||||
| FFO to common stockholders and unitholders | | | | 293,686 | | | | | 283,638 | | | FFO to common stockholders and unitholders | | | | 270,423 | | | | | 293,686 | | | ||||
| Specified items impacting FFO: | | | | | | | | | | | | Specified items impacting FFO: | | | | | | | | | | | | ||||
| Transaction-related expenses | | | | 8,911 | | | | | 440 | | | Impairment loss—Trade name | | | | 8,500 | | | | | — | | | ||||
| One-time tax reassessment management cost | | | | — | | | | | 5,500 | | | Transaction-related expenses | | | | 14,356 | | | | | 8,911 | | | ||||
| One-time straight-line rent reserve | | | | — | | | | | 2,620 | | | Prior period property tax reassessment—Company’s Share | | | | 786 | | | | | (581) | | | ||||
| One-time prior period net property tax adjustment | | | | (581) | | | | | (937) | | | One-time debt extinguishment cost—Company’s Share | | | | — | | | | | 3,187 | | | ||||
| One-time debt extinguishment cost-Company’s share | | | | 3,187 | | | | | 2,654 | | | FFO (excluding specified items) to common stockholders and unitholders | | | $ | 294,065 | | | | $ | 305,203 | | | ||||
| FFO (excluding specified items) to common stockholders and unitholders | | | $ | 305,203 | | | | $ | 293,915 | | | Weighted average common stock/units outstanding—diluted | | | | 145,712 | | | | | 153,332 | | | ||||
| Weighted average common stock/units outstanding—diluted | | | | 153,332 | | | | | 154,084 | | | FFO per common stock/unit—diluted | | | $ | 1.86 | | | | $ | 1.92 | | | ||||
| FFO per common stock/unit—diluted | | | $ | 1.92 | | | | $ | 1.84 | | | FFO (excluding specified items) per common stock/unit—diluted | | | $ | 2.02 | | | | $ | 1.99 | | | ||||
| FFO (excluding specified items) per common stock/unit—diluted | | | $ | 1.99 | | | | $ | 1.91 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| | | | YEAR ENDED DECEMBER 30/31, | | |||||||||
| | | | 2022 | | | 2021 | | ||||||
| Net (loss) income | | | | $ | 16,517 | | | | | $ | 29,012 | | |
| Adjustments: | | | | | | | | | | | | | |
| Income from unconsolidated real estate entities | | | | | (943) | | | | | | (1,822) | | |
| Fee income | | | | | (7,972) | | | | | | (3,221) | | |
| Interest expense | | | | | 149,901 | | | | | | 121,939 | | |
| Interest income | | | | | (2,340) | | | | | | (3,794) | | |
| Management services reimbursement income—unconsolidated real estate entities | | | | | (4,163) | | | | | | (1,132) | | |
| Management services expense—unconsolidated real estate entities | | | | | 4,163 | | | | | | 1,132 | | |
| Transaction-related expenses | | | | | 14,356 | | | | | | 8,911 | | |
| Unrealized loss (gain) on non-real estate investments | | | | | 1,440 | | | | | | (16,571) | | |
| Loss on extinguishment of debt | | | | | — | | | | | | 6,259 | | |
| Loss on sale of real estate | | | | | 2,164 | | | | | | — | | |
| Impairment loss | | | | | 28,548 | | | | | | 2,762 | | |
| Other (income) expense | | | | | (8,951) | | | | | | 2,553 | | |
| General and administrative | | | | | 79,501 | | | | | | 71,346 | | |
| Depreciation and amortization | | | | | 373,219 | | | | | | 343,614 | | |
| NET OPERATING INCOME | | | | $ | 612,406 | | | | | $ | 560,988 | | |
| Non-same-store net operating income | | | | | (120,343) | | | | | | (56,331) | | |
| Same-store net operating income | | | | $ | 492,063 | | | | | $ | 504,657 | | |
| Cash-basis adjustment | | | | | 3,150 | | | | | | (20,292) | | |
| SAME-STORE CASH NET OPERATING INCOME | | | | $ | 495,213 | | | | | $ | 484,365 | | |
| Same-store cash net operation income | | | | | (461,191) | | | | | | (450,287) | | |
| SAME-STORE STUDIO CASH NET OPERATING INCOME | | | | $ | 34,022 | | | | | $ | 34,078 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | | | YEAR ENDED DECEMBER 31, | | |||||||||
| | | | 2021 | | | 2020 | | ||||||
| Net income | | | | $ | 29,012 | | | | | $ | 16,430 | | |
| Adjustments: | | | | | | | | | | | | | |
| Income from unconsolidated real estate entities | | | | | (1,822) | | | | | | (736) | | |
| Fee income | | | | | (3,221) | | | | | | (2,815) | | |
| Interest expense | | | | | 121,939 | | | | | | 113,823 | | |
| Interest income | | | | | (3,794) | | | | | | (4,089) | | |
| Management services reimbursement income-Unconsolidated joint ventures | | | | | (1,132) | | | | | | — | | |
| Management services expense-unconsolidated joint ventures | | | | | 1,132 | | | | | | — | | |
| Transaction-related expenses | | | | | 8,911 | | | | | | 440 | | |
| Unrealized (gain) loss on non-real estate investments | | | | | (16,571) | | | | | | 2,463 | | |
| Loss on extinguishment of debt | | | | | 6,259 | | | | | | 2,654 | | |
| Impairment loss | | | | | 2,762 | | | | | | — | | |
| Other expense (income) | | | | | 2,553 | | | | | | (548) | | |
| General and administrative | | | | | 71,346 | | | | | | 77,882 | | |
| Depreciation and amortization | | | | | 343,614 | | | | | | 299,682 | | |
| NET OPERATING INCOME | | | | $ | 560,988 | | | | | $ | 505,186 | | |
| Non-same-store net operating income | | | | | (100,145) | | | | | | (51,030) | | |
| Same-store net operating income | | | | $ | 460,843 | | | | | $ | 454,156 | | |
| Cash-basis adjustment | | | | | (13,707) | | | | | | (29,582) | | |
| SAME-STORE CASH NET OPERATING INCOME | | | | $ | 447,136 | | | | | $ | 424,574 | | |
| Same-store studio cash net operating income | | | | | (34,077) | | | | | | (30,629) | | |
| SAME-STORE OFFICE CASH NET OPERATING INCOME | | | | $ | 413,059 | | | | | $ | 393,945 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | | | THREE MONTHS ENDED | | |||||||||||||||||||||||||||
| | | | 12/31/2021 | | | 9/30/2021 | | | 6/30/2021 | | | 3/31/2021 | | | 12/31/2020 | | |||||||||||||||
| Net income (loss) | | | | $ | 16,753 | | | | | $ | (6,182) | | | | | $ | 7,030 | | | | | $ | 11,411 | | | | | $ | (3,168) | | |
| Interest expense—Consolidated | | | | | 30,139 | | | | | | 30,825 | | | | | | 30,689 | | | | | | 30,286 | | | | | | 29,638 | | |
| Interest income—Consolidated | | | | | (926) | | | | | | (934) | | | | | | (937) | | | | | | (997) | | | | | | (960) | | |
| Depreciation and amortization—Consolidated | | | | | 88,107 | | | | | | 88,568 | | | | | | 84,178 | | | | | | 82,761 | | | | | | 77,351 | | |
| EBITDA | | | | | 134,073 | | | | | | 112,277 | | | | | | 120,960 | | | | | | 123,461 | | | | | | 102,861 | | |
| Unconsolidated real estate entities depreciation and amortization | | | | | 1,497 | | | | | | 1,462 | | | | | | 1,550 | | | | | | 1,511 | | | | | | 1,424 | | |
| Unconsolidated real estate entities interest expense | | | | | 165 | | | | | | 613 | | | | | | 640 | | | | | | 604 | | | | | | 605 | | |
| EBITDAre | | | | | 135,735 | | | | | | 114,352 | | | | | | 123,150 | | | | | | 125,576 | | | | | | 104,890 | | |
| Transaction-related expenses | | | | | 1,547 | | | | | | 6,300 | | | | | | 1,064 | | | | | | — | | | | | | — | | |
| Unrealized (gain) loss on non-real estate investments | | | | | (4,951) | | | | | | (827) | | | | | | (5,018) | | | | | | (5,775) | | | | | | 128 | | |
| Loss on debt extinguishment | | | | | 10 | | | | | | 6,249 | | | | | | — | | | | | | — | | | | | | — | | |
| Impairment loss | | | | | — | | | | | | 2,762 | | | | | | — | | | | | | — | | | | | | — | | |
| Other expense (income) | | | | | 1,006 | | | | | | (82) | | | | | | 1,177 | | | | | | 452 | | | | | | 1,058 | | |
| Straight-line rent receivables, net | | | | | (5,957) | | | | | | (2,157) | | | | | | (5,657) | | | | | | (6,765) | | | | | | 1,191 | | |
| Amortization of lease incentive costs | | | | | 458 | | | | | | 476 | | | | | | 475 | | | | | | 475 | | | | | | 477 | | |
| Non-cash amortization of above-market and below-market leases, net | | | | | (3,134) | | | | | | (3,023) | | | | | | (2,739) | | | | | | (2,519) | | | | | | (2,178) | | |
| Non-cash amortization of above-market and below-market ground leases, net | | | | | 603 | | | | | | 588 | | | | | | 588 | | | | | | 588 | | | | | | 588 | | |
| Non-cash compensation expense | | | | | 5,445 | | | | | | 5,840 | | | | | | 6,340 | | | | | | 3,538 | | | | | | 8,314 | | |
| Adjusted EBITDAre | | | | | 130,762 | | | | | | 130,478 | | | | | | 119,380 | | | | | | 115,570 | | | | | | 114,468 | | |
| One-time prior period net property tax adjustment | | | | | — | | | | | | (1,433) | | | | | | 369 | | | | | | 1,050 | | | | | | (613) | | |
| Adjusted EBITDAre (excluding specified items) | | | | | 130,762 | | | | | | 129,045 | | | | | | 119,749 | | | | | | 116,620 | | | | | | 113,855 | | |
| Studio cash NOI | | | | | (7,956) | | | | | | (13,121) | | | | | | (7,354) | | | | | | (9,579) | | | | | | (7,441) | | |
| Office property Adjusted EBITDAre | | | | | 122,806 | | | | | | 115,924 | | | | | | 112,395 | | | | | | 107,041 | | | | | | 106,414 | | |
| x Annualization factor | | | | | 4 | | | | | | 4 | | | | | | 4 | | | | | | 4 | | | | | | 4 | | |
| Annualized office property Adjusted EBITDAre | | | | | 491,224 | | | | | | 463,696 | | | | | | 449,580 | | | | | | 428,164 | | | | | | 425,656 | | |
| Trailing 12-mo studio cash NOI | | | | | 37,045 | | | | | | 36,530 | | | | | | 31,161 | | | | | | 29,124 | | | | | | 28,447 | | |
| Cash Adjusted EBITDAre for selected ratios | | | | $ | 528,269 | | | | | $ | 500,226 | | | | | $ | 480,741 | | | | | $ | 457,288 | | | | | $ | 454,103 | | |
| Less: Partners’ share of cash Adjusted EBITDAre | | | | | (94,881) | | | | | | (89,790) | | | | | | (84,721) | | | | | | (76,658) | | | | | | (60,969) | | |
| Company’s Share of cash Adjusted EBITDAre | | | | $ | 433,388 | | | | | $ | 410,436 | | | | | $ | 396,020 | | | | | $ | 380,630 | | | | | $ | 393,134 | | |
| Total Consolidated Unsecured and Secured Debt | | | | | 3,764,874 | | | | | | 3,943,973 | | | | | | 3,518,813 | | | | | | 3,485,093 | | | | | | 3,432,276 | | |
| Less: Consolidated cash and cash equivalents | | | | | (96,555) | | | | | | (110,500) | | | | | | (110,978) | | | | | | (134,278) | | | | | | (113,686) | | |
| Consolidated Debt, Net | | | | $ | 3,668,319 | | | | | $ | 3,833,473 | | | | | $ | 3,407,835 | | | | | $ | 3,350,815 | | | | | $ | 3,318,590 | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | | | | |
| | | | THREE MONTHS ENDED | | |||||||||||||||||||||||||||
| | | | 12/31/2021 | | | 9/30/2021 | | | 6/30/2021 | | | 3/31/2021 | | | 12/31/2020 | | |||||||||||||||
| Less: Partners share of debt, net | | | | | (665,027) | | | | | | (658,313) | | | | | | (554,012) | | | | | | (533,687) | | | | | | (545,683) | | |
| Company’s Share of Debt, Net (excluding Series A preferred units) | | | | $ | 3,003,292 | | | | | $ | 3,175,160 | | | | | $ | 2,853,823 | | | | | $ | 2,817,128 | | | | | $ | 2,772,907 | | |
| Cash Adjusted EBITDAre for selected ratios / Consolidated Debt, Net | | | | | 6.9x | | | | | | 7.7x | | | | | | 7.1x | | | | | | 7.3x | | | | | | 7.3x | | |
| Cash Adjusted EBITDAre for selected ratios / Company’s Share of Debt, Net | | | | | 6.9x | | | | | | 7.7x | | | | | | 7.2x | | | | | | 7.4x | | | | | | 7.1x | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |
| HUDSON PACIFIC PROPERTIES, INC. Proxy Statement | 2023 | | | |