UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

Filed by the Registrant  þ☒                             Filed by a Partyparty other than the Registrant  ¨☐

Check the appropriate box:

HFF, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

HFF, INC.

ONE OXFORD CENTREVICTORY PARK

301 GRANT STREET,2323 VICTORY AVENUE, SUITE 6001200

PITTSBURGH, PENNSYLVANIA 15219DALLAS, TEXAS 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Purpose:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return the enclosed proxy promptly in the accompanying reply envelope.

You are entitled to vote if you were a stockholder at the close of business on April 17, 2014.2017.

By Order of the Board of Directors,

Admittance to the meeting will be limited to stockholders eligible to vote or their authorized representative(s). Beneficial owners holding shares through an intermediary such as a bank or broker will be admitted only upon proof of ownership.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 22, 2014:25, 2017: The Proxy Statement and Proxy Card relating to the Annual Meeting of Stockholders and Annual Report to Stockholders are available athttp://phx.corporate-ir.net/phoenix.zhtml?c=205281&p=proxy.proxy.

HFF, INC.

ONE OXFORD CENTRE

301 GRANT STREET,VICTORY PARK 2323 VICTORY AVENUE, SUITE 600

PITTSBURGH, PENNSYLVANIA 152191200 DALLAS, TEXAS 75219

PROXY STATEMENT

This Proxy Statement and the accompanying proxy card are being mailed, beginning on or about May 2, 2014,5, 2017, to owners of shares of HFF, Inc. (“we,” “us” or the “Company”) Class A common stock in connection with the solicitation of proxies by the Board of Directors for the 20142017 Annual Meeting of Stockholders (the “Annual Meeting”). This proxy procedure is necessary to permit all common stockholders, many of whom live throughout the United States and in foreign countries and are unable to attend the Annual Meeting, to vote. The Board of Directors encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the Annual Meeting. The Annual Meeting will be held on May 22, 2014,25, 2017, at 8:00 a.m., Central Daylight Savings Time, at Ritz Carlton – Salon C, 2121 McKinney Avenue,the W Hotel, Studio 2, 2440 Victory Park Lane, Dallas, Texas 75201.75219. For directions to our Annual Meeting in order to vote in person, you may call our Investor Relations department at (713)852-3500. Our principal executive offices are located at One Oxford Centre, 301 Grant Street,Victory Park, 2323 Victory Avenue, Suite 600, Pittsburgh, Pennsylvania 15219.1200, Dallas, Texas 75219. Our telephone number is (412) 281-8714.(214)265-0880.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING THE REGISTRANT

In connection with our initial public offering, of our Class A common stock in February 2007, we effected a reorganization of our business which had previously been conducted through HFF Holdings LLC (“HFF Holdings”) and certain of its wholly-owned subsidiaries, includinginto a holding company holding the partnership interests in Holliday Fenoglio Fowler, L.P. and HFF Securities L.P. (together, the “Operating Partnerships”), held through the wholly owned subsidiary HFF Partnership Holdings, LLC, a Delaware limited liability company and all of the outstanding shares of Holliday GP Corp. (“Holliday GP”). In the reorganization, HFF, Inc., a newly-formed Delaware corporation, purchased from HFF Holdings all of the shares of Holliday GP, which is the sole general partner of each of the Operating Partnerships, and approximately 44.7% of the partnership unitsPartnerships. The transactions that occurred in each of the Operating Partnerships (including partnership units in the Operating Partnerships held by Holliday GP) in exchange for the net proceeds fromconnection with the initial public offering and one share of Class B common stock of HFF, Inc. Following this reorganization HFF, Inc. became, and continuesare referred to be, a holding company holding partnership units in the Operating Partnerships and all of the outstanding shares of Holliday GP. As of August 31, 2012, HFF Holdings had exchanged all of the remaining partnership units in each of the Operating Partnerships for shares of Class A common stock of the Company pursuant to the Exchange Right (as defined in this Proxy Statement). As of August 31, 2012 and continuing through the filing date of this Proxy Statement, HFF, Inc. through its wholly-owned subsidiaries, holds 100% of the partnership units in the Operating Partnerships and is the only equity holder of the Operating Partnerships. We refer to these transactions collectively in this Proxy Statement as the “Reorganization Transactions.” Unless we state otherwise, the information in this Proxy Statement gives effect to these Reorganization Transactions.

Unless the context otherwise requires, references to (1) “HFF Holdings” refer solely to HFF Holdings LLC, a Delaware limited liability company that was previously the holding company for our consolidated subsidiaries, and not to any of its subsidiaries, (2) “HFF LP” refer to Holliday Fenoglio Fowler, L.P., a Texas limited partnership, (3) “HFF Securities” refer to HFF Securities L.P., a Delaware limited partnership and registered broker-dealer, (4) “Holliday GP” refer to Holliday GP Corp., a Delaware corporation and the general partner of HFF LP and HFF Securities, (5) “HoldCo LLC” refer to HFF Partnership Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of HFF, Inc. and, (6) “Holdings Sub” refer to HFF LP Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of HFF Holdings. OurHoldings, (7) “HFF Real Estate” refer to HFF Real Estate Limited, a company incorporated in England and Wales and (8) “HFF Securities Limited” refer to HFF Securities Limited, a company incorporated in England and Wales. Other than certain operations beginning in January 2017 conducted by our UK subsidiaries, our business operations are conducted by HFF LP and HFF Securities, which are sometimes referred to in this Proxy Statement as the “Operating Partnerships.” Also, except where specifically noted, references in this Proxy Statement to “the Company,” “we” or “us” mean HFF, Inc., a Delaware corporation and its consolidated subsidiaries after giving effect to the Reorganization Transactions.

Our internet website iswww.hfflp.com. The information on our internet website is not incorporated by reference in this Proxy Statement and is not part of the proxy soliciting materials.

VOTING PROCEDURES

Your vote is very important.Your shares can only be voted at the Annual Meeting if you are present or represented by proxy. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote by proxy to assure that your shares will be represented. Stockholders may vote by means of completing a proxy card and mailing it in the postage-paid envelope provided. Please refer to your proxy card or the information forwarded by your bank, broker or other holder of record.

You may revoke your proxy at any time before it is voted at the Annual Meeting by (a) giving written notice to the Secretary of the Company, (b) submitting a proxy bearing a later date or (c) casting a ballot at the Annual Meeting. Properly executed proxies that are received before the Annual Meeting’s adjournment will be voted in accordance with the directions provided. If no directions are given, your shares will be voted by one of the individuals named on your proxy card as recommended by the Board of Directors.

CORPORATE GOVERNANCE

In accordance with the Delaware General Corporation Law and the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Company’s business, property and affairs are managed under the direction of the Board of Directors. Although directors are not involved in theday-to-day operating details, they are kept informed of the Company’s business through written reports and documents provided to them regularly, as well as by operating, financial and other reports presented by the officers of the Company at meetings of the Board of Directors and committees of the Board of Directors.

The independent directors of the Company meet periodically at regularly scheduled executive sessions without thenon-independent directors. Ms. McAneny serves as the presiding director of such meetings.

Board Leadership.Leadership    John H. Pelusi, Jr., who served as.Each of Mark D. Gibson, the Company’s Chief Executive Officer, and Joe B. Thornton, Jr., the Company’s President, is a transaction professional of the Company,Operating Partnerships and serves as Vice Chairman of the Board of Directors and Managing Member of the Operating Partnerships, resigned from these positions effective as of April 1, 2014. Mark D. Gibson was appointed by the Board of Directors as Chief Executive Officer of the Company effective April 1, 2014, and Joe B. Thornton, Jr. was appointed by the Board of Directors as President of the Company effective April 1, 2014.Directors. Mr. Thornton was also elected by the executive committees of the Operating Partnershipsserves as Managing Member of the Operating Partnerships effective April 1, 2014. Messrs. Gibson and Thornton serve as Vice Chairmen of the Board of Directors.Partnerships. Ms. McAneny serves as lead independent director. The role of lead independent director is to serve in a lead capacity to coordinate the activities of the othernon-employee directors and to perform such other duties and responsibilities as the Board of Directors may determine.

The Board of Directors has carefully considered its leadership structure and believes at this time that the Company and its stockholders are best served by having Mr. Gibson and Mr. Thornton serve as Vice Chairmen of the Board of Directors because of the leadership and direction this structure gives the Board of Directors and both the Company’s and the Operating Partnerships’ management. Because Messrs. Gibson and Thornton are heavily involved in theday-to-day operations of the Company and the

ELECTION OF DIRECTORS

(ITEM 1 ON PROXY CARD)

The Company’s directors are divided into three classes. The members of each class serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of our directors. The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws allow the Board of Directors to set the number of directors on the Board of Directors. The Board of Directors currently consists of eight directors.

John H. Pelusi, Jr. resigned from the Board of Directors effective as of April 1, 2014. After careful consideration of the matter, at the present time the Board of Directors has elected to set the number of directors at eight, effective as of April 1, 2014, in lieu of nominating and electing a new director to serve as a Class I director. Under Delaware law and the Company’s Amended and Restated Bylaws, the Company may increase the number of directors during the year and appoint additional directors to fill the vacancies so created if it chooses to do so.

The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting of stockholders for a three-year term. The term of the Class II directors will expire at the Annual Meeting. The other directors will remain in office for the remainder of their respective terms, as indicated below.

Director candidates are nominated by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has recommended the three nominees below, each of whom is currently a Class II director of the Company. Stockholders are also entitled to nominate director candidates for the Board of Directors in accordance with the procedures set forth on page 10 under the heading “Corporate Governance — Submission of Director Nominations” in this Proxy Statement.

Director elections are determined by a plurality of votes cast. The persons named on the accompanying form of proxy will vote the shares “FOR” the nominees, unless you instruct otherwise. Each nominee has consented to stand for election and the Board of Directors does not anticipate that any nominee will be unavailable to serve. In the event that one or more of the nominees should become unavailable to serve at the time of the Annual Meeting, the shares represented by proxy will be voted for the remaining nominees and any substitute nominee(s) designated by the Board of Directors.

The Board of Directors believes that each of the directors and nominees for director listed below has the sound character, integrity, judgment and record of achievement necessary to be a member of the Board of Directors. In addition, each of the directors and nominees for director has exhibited during his prior service as a director the ability to operate cohesively with the other members of the Board of Directors and to challenge and question management in a constructive way. Moreover, the Board of Directors believes that each director and nominee for director brings a strong and unique background and skill set to the Board of Directors, giving the Board of Directors as a whole competence and experience in diverse areas, including corporate governance and board service, finance, management and commercial real estate industry experience.

Set forth below is information regarding each nominee for Class II director, as well as each Class I and Class III director (each of whose term will continue after the Annual Meeting), including their ages, years of service as directors, business experience and service on other boards of directors during at least the last five years, as well as certain specific experiences, qualifications and skills that led to the Board of Directors’ conclusion that each of the directors and nominees for director listed below should continue to serve as a director.

NOMINEES FOR CLASS II DIRECTORS

Mark D. Gibson.Gibson.Mr. Gibson became a director and Vice Chairman of HFF, Inc. in November 2006 and effective April 1, 2014, he became the Chief Executive Officer of HFF, Inc. Mr. Gibson is one of our founding partners having joined our predecessor firm, Holliday Fenoglio & Company, in 1984. Since 2003, Mr. Gibson has held the positionpositions of executive managing director of HFF LP since 2003 and member of the operating committee of HFF Holdings. Additionally, Mr. Gibson has served as a member of eitherthe HFF LP’sLP executive and/or operating committee when each was the governing committee, from 2003since 2010. From 1993 to the present.2010, Mr. Gibson also served as co-head of the Company’s Dallas office from 2003 to 2010. He has been a member of the operating committee of HFF Holdings since 2003.office. Mr. Gibson is a former trustee for the Urban Land Institute (ULI), a member of ULI’s Executive Committee and a member of ULI’s IOPC Gold Council; a member and current Program Chair of the Association of Foreign Investors in Real Estate (AFIRE); former chairman of the University of Texas Real Estate Finance and Investment Center; aCenter and member of its Executive Committee; member of the board of visitors at UT Southwestern University Hospitals and Clinics; member of the McCombs School of Business Advisory Council at The University of Texas at Austin; advisory board member of Baylor Health Care System Foundation; Trustee and Member of the International Council of Shopping Centers (ICSC); and a member of World Presidents’ Organization and World Affairs Council.Organization. Mr. Gibson graduated in 1981 from the University of Texas at Austin with a B.B.A. in Finance. Mr. Gibson’s history with the Company allows him to bring to the board of directors a deep knowledge of the Company’s and the Operating Partnerships’ development and operations. In addition, Mr. Gibson’s experience with various real estate industry professional associations and role within the Operating Partnerships provides the board with valuable insight into the issues and market developments facing the real estate industry as a whole. Age: 5558

George L. Miles, Jr.Mr. Miles became a director of HFF, Inc. in January 2007. Mr. Miles is the former Chairman Emeritus of the Chester Engineers,Group, a leading water/waste water, facility design build, scientific research and management company. Mr. Miles served as president and chief executive officer of WQED Multimedia, the public broadcaster in southwestern Pennsylvania, until his retirement in 2010. He joined WQED in 1994 after serving ten years as executive vice president and chief operating officer of WNET/Thirteen in New York. Prior to that, he held executive positions at KDKA, Pittsburgh; WPCQ, Charlotte; the Westinghouse Television Group; andWBZ-TV, Boston. Earlier in Mr. Miles’ career he was a contract auditor at the U.S. Department of Defense and a manager at Touche Ross & Co. He serves on the board of directors of American International Group, Inc. (AIG); WESCO International, Inc.; EQT Corporation; Harley Davidson, Inc.; Chester Engineers; the University of Pittsburgh (Trustee Emeritus); Mt. Ararat Community Center and Ringling College of Art & Design. He is the former Chairman of the Association for America’s Public Television Stations and the Urban League of Pittsburgh, Inc. He earned his B.A. degree from Seton Hall University and his M.B.A. from Fairleigh Dickinson University. Through Mr. Miles’ extensive executive and directorship experience, he brings to the Board of Directors strong financial and leadership expertise, which he implements, in part, in his roles as Chairman of the Company’s Audit Committee and a member of the Compensation Committee. Age: 7275

Joe B. Thornton, Jr.Jr.Mr. Thornton became a director and a Vice Chairman of HFF, Inc. in November 2006 and effective April 1, 2014, he assumed the role of President of HFF, Inc. and managing memberManaging Member of HFF LP and HFF Securities, the Operating Partnerships. He is also currently an executive managing director of HFF LP. Mr. Thornton has served as a member of either HFF LP’s executive and/or operating committee, when each was the governing committee, from 2003 to the present. Mr. Thornton also served asco-head of the Company’s Dallas office from 2003 to 2010. He has been a member of the operating committee of HFF Holdings since 2003. Mr. Thornton joined HFF LP’s predecessor firm, Holliday Fenoglio, Inc., in March 1992. He has held several senior positions with the firm, including board member and principal. Prior to his employment with us, he was a senior vice president of The Joyner Mortgage Company, Inc., where he was responsible for the origination of commercial mortgage and equity transactions, and a senior accountant with the Audit Division of Peat Marwick Mitchell & Co. Mr. Thornton is a licensed Real Estate Salesman in the State of Texas. Mr. Thornton serves as a member of the Commercial Real Estate/Multifamily Finance Board of Governors and is an Executive Council Member and member of the Leadership Committee of UT Real Estate Finance & Investment Center. Mr. Thornton graduated from the University of Texas at Austin with a B.B.A. in Accounting in 1982. Mr. Thornton brings to the Board of Directors his extensive experience with the Company, which gives him anin-depth knowledge of the Company, its history and its businesses. Mr. Thornton’s role within the Operating Partnerships also provides the Board of Directors with a broad awareness of the commercial real estate markets. Age: 5356

The Board of Directors recommends a vote “FOR” each of the nominees listed above.

INCUMBENT CLASS I DIRECTORS — TO CONTINUE IN OFFICE FOR

TERMS EXPIRING IN 20162019

Deborah H. McAneny.McAneny.  Ms. McAneny became a director of HFF, Inc. in January 2007. Ms. McAneny previously served as the chief operating officer of Benchmark Assisted Living, LLC from 2007 to 2009. Prior to this, Ms. McAneny was employed at John Hancock Financial Services for 20 years, including as executive vice president for Structured and Alternative Investments and a member of its policy committee from 2002 to 2004, as senior vice president for John Hancock’s Real Estate Investment Group from 2000 to 2002 and as a vice president of the Real Estate Investment Group from 1997 to 2000. Ms. McAneny is currently a member of the board of directors of KKR Financial Holdings, LLC; board of directors of RREEF Property Trust, Inc.; board of directors of RREEF America REIT II; board of directors of THL Credit, Inc.; board of advisors of Benchmark Senior Living, LLC; board of trustees of the University of Vermont; and board of trustees of The Rivers School, and was formerly a member of the board of directors of KKR Financial Holdings, LLC, trustee of the University of Vermont and president of the Commercial Mortgage Securities Association. She received a B.S. from the University of Vermont. Ms. McAneny holds a Masters Professional Director Certification from the American College of Corporate Directors, a national public company director education and credentialing organization. Ms. McAneny brings to the Board of Directors valuable experience in the real estate investment sector. In addition, the Board expects to utilize Ms. McAneny’s governance experience through her service as lead independent director and draws on Ms. McAneny’s financial knowledge through her service onas a member of the AuditCompensation Committee. Age: 5558

Steven E. Wheeler.Wheeler.Mr. Wheeler became a director of HFF, Inc. in March 2010. He has been the president of Wheeler & Co., LLC, a private investment firm, since 1997. He is currently a director of Anika Therapeutics, Inc., a publicly held medical device company;company. During the past five years, Mr. Wheeler also served as a director of Bariston Partners, LLC, a private equity investment firm;firm and PingTone Communications, Inc., a privately head VOIP telephone services provider. Between 1997 and 2011, he was a principal of Hall Properties, Inc., a real estate investment and consulting firm. Between 1993 and February 1996, he was managing director and a director of Copley Real Estate Advisors and president, chief executive officer and a director of Copley Properties, Inc., a publicly traded real estate investment trust. He was the chairman and chief executive officer of Hancock Realty Investors, which managed an equity real estate portfolio, from 1991 to February 1993. Prior to this position, he was an executive vice president of Bank of New England Corporation from 1990 to 1991. Mr. Wheeler received a B.S. in Engineering Science from the University of Virginia, an M.S. in Nuclear Engineering from the University of Michigan and an M.B.A. from the Harvard Business School. Through his past and present experience on the boards of directors of various other companies, both public and private, Mr. Wheeler has developed strong leadership skills and valuable experience in corporate governance, which he utilizes in his roles on the Company’s CompensationAudit and Nominating and Corporate Governance Committees. In addition, his prior experience in executive positions at real estate investment companies gives him insight into the issues faced by the Company and the markets in which it operates. Age: 6770

INCUMBENT CLASS III DIRECTORS — TO CONTINUE IN OFFICE FOR

TERMS EXPIRING IN 20152018

Susan P. McGalla.McGalla.  Ms. McGalla became a director of HFF, Inc. in October 2009. In 2013,Ms. McGalla is currently the Vice President of Business Strategy and Creative Development for the Pittsburgh Steelers Football Club. Prior to assuming that role, she founded P3 Executive Consulting, LLC. P3 offersoffered comprehensive consulting services to clients within and outside of the specialty retail industry. The services are inclusive ofServices included branding, marketing, product merchandising and omni channelomni-channel execution to strategy, talent management and operational P&L efficiencies. From 2011—January 2011, to July 2012, Ms. McGalla was chief executive officer of The Wet Seal, Inc. Ms. McGalla was brought in to that position to reinvent and grow two brands, Wet Seal and Arden B. From 2009 to 2011, Ms. McGalla worked as a consultant within the specialty retail consultantlandscape. Prior to corporations in the retail and financial industries. From 1994 to 2009,her consulting role, Ms. McGalla held various management positions withwas the President and Chief Merchandising Officer at American Eagle Outfitters, Inc. (“AEO”) from March 2003 to January 2009. In 2003,that role, she was named presidenthad a $3 billion responsibility for the performance, business development and chief merchandising officerall creative aspects of the AE Brand. From 2007Brand, aerie, Martin and Osa, and 77kids. With over 14 years total in various leadership roles within AEO, Ms. McGalla contributed to 2009, sheindustry revenue and profit growth, growing revenues from $340 million to over $3 billion. She was the president and chief merchandising officer of AEO, Inc., responsible for the design, marketing, revenues, and performance for the corporation, includingportfolio expansion from one brand to four brands, and the e-commerce business. In addition, in this position Ms. McGalla led the development2008, revenues of $3 billion, net income of $400 million with over 1,000 stores and launch of two of the company’s start-up brands, aerie and 77 kids.28,000 employees. Prior to AEO, Ms. McGalla spent eight years in variousheld merchandising and management positions in the department store retail sector.at Joseph Horne Company from June 1986 to June 1994. Ms. McGalla currently provides retail consulting for the financial community. Shepresently serves on the board forBoard of Directors of the Magee-Women’sMagee Research Institute, and Foundation and the council for the University of Pittsburgh Cancer Institute and was formerly on the executive committee and board of directors for the Allegheny Conference on Community Development. Ms. McGalla earned her B.A. from Mount Union College. Ms. McGalla’s executive positions providedprovide her with both leadership skills and comprehensive experience in accounting, finance and corporate governance matters, which she utilizes both in her roles as a director and ona member of the Company’s Audit and Nominating and Corporate Governance Committees. Age: 4952

Lenore M. Sullivan.Ms. Sullivan became a director on the Board of Directors of HFF, Inc. in January 2007. Ms. Sullivan currently serves as a director of Deltic Timber Corporation and of RREEF America REIT II. From 2007 to 2009, Ms. Sullivan was a partner with Perella Weinberg Partners, serving as portfolio manager for the firm’s Agility Real Return Assets Fund. Ms. Sullivan served as the associate director for the Real Estate and Finance and Investment Center at the University of Texas at Austin from 2002 through 2007, and currently serves as co-vice chair of REFIC for academic matters. She is also a member of the advisory board of the School of Architecture at U.T. Ms. Sullivan is the Chair of the Investment Advisory Committee to the Board of Directors of the Employee Retirement System of Texas, and a member of the investment committee to the Board of Directors of the Austin Community Foundation. She is a charter investor in the Texas Women Ventures Fund and a managing director of TWV Capital Management, the fund’s manager.2007. From 2000 to 2002, she was vice president of Hunt Private Equity Group, Inc., and from 1992 to 2000 she was the president andco-owner of Stonegate Advisors, an investment banking firm. Ms. Sullivan previously served as a member of the board of directors of Parkway Properties, Inc., from 2002-2008 where she servedsat on the compensation and audit committeescommittee and chaired the governance and nominating committee. Ms. Sullivan presently serves as a member of the Investment Advisory Committee to the board of trustees of the Employee Retirement System of Texas. She also sits on the investment committee to the board of trustees of the Austin Community Foundation. She is a member of the Architecture School advisory board and the Leadership Committee of the Real Estate Finance and Investment Center at the McCombs School of Business at the University of Texas at Austin, a charter investor in the Texas Women Ventures Fund, and a partner in Republic Holdings Texas I and II, L.P. Ms. Sullivan has also served as a member of the advisory board of directors of Capstone Partners and was formerlyas a full member of the Urban Land Institute and the Pension Real Estate Association. Ms. Sullivan graduated cum laude from Smith College with a degree in economics and government and a minor in urban studies. She holds a M.B.A. from Harvard Business School. Ms. Sullivan holds a Masters Professional Director Certification from the American College of Corporate Directors, a national public company director education and credentialing organization. Ms. Sullivan brings to the Board of Directors extensive knowledge of real estate financing and related capital markets. In addition, her experience on the board of directors of a public company provides her with valuable corporate governance and leadership insights used in her role on the Company’s Compensation and Nominating and Corporate Governance Committees. Age: 5659

Morgan K. O’Brien.Mr. O’Brien became a director of HFF, Inc. in October 2012. Mr. O’Brien has been the president and chief executive officer of Peoples Natural Gas, Inc., a natural gas company, since 2010. He is also currently a director of Matthews International Corporation, a publicly-held designer, manufacturer and marketer of memorialization products and brand solutions, vice chairman of the board of trustees of the University of Pittsburgh, director of the Leukemia & Lymphoma Society, Boy Scouts of Greater Pittsburgh, Allegheny Conference on Community Development, United Way of Allegheny County,

Pittsburgh Cultural Trust, Pittsburgh Opera and American Gas Association. Mr. O’Brien is also chairman of the United Way of Allegheny County. Between 2001 and 2010, Mr. O’Brien was president and chief executive officer of Duquesne Light Company, an electric energy provider. Prior to this position, he was chief operating officer, chief financial officer, vice president and controller of Duquesne Light Company from 1991 to 2001. Mr. O’Brien received a B.S. in Accounting and M.S. in Taxation from Robert Morris University. The Board expects to draw on Mr. O’Brien’s financial knowledge as he serves on the Audit and Compensation Committees. Age: 5457

NON-BINDING ADVISORY VOTE ONTO APPROVE

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(ITEM 2 ON PROXY CARD)

As required by Section 14A of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), the Company is providing its stockholders with the opportunity to cast an advisory vote on the compensation of itsto approve named executive officers,officer compensation, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion beginning on page 20 of this Proxy Statement.

In connection with setting the compensation for named executive officers, the Company has adopted the philosophy set forth in the Mission and Vision Statement of the Operating Partnerships. The Mission and Vision Statement reflects our pay for value-added performance philosophy. The Compensation Committee’s goals in structuring the Company’s compensation program for its named executive officers are to:

The Compensation Committee has determined that to achieve these objectives, the Company’s executive compensation program should reward both individual and Company short-term and long-term performance. To this end, the Committee believes that executive compensation packages provided by the Company to its named executive officers should include both cash- and stock-based compensation. See “Compensation Discussion and Analysis — Compensation Philosophy — Mission and Vision Statement” for further details on the Company’s compensation philosophy.

For a more detailed description of the Company’s financial results for fiscal year 2013,2016, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2013.2016. The Company believes that its executive compensation program has played an essential role in its continuing financial success by aligning the long-term interests of its named executive officers with the long-term interests of its stockholders.

The Company is asking our stockholders to indicate their support forcast an advisory vote to approve our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay”“say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Board of Directors encourages the Company’s stockholders to approve the following resolution:advisory resolution to approve our named executive compensation:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion included in the Company’s Proxy Statement for the 20142017 Annual Meeting of Stockholders, is hereby approved on an advisory basis.”

As an advisory vote, this vote is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders in their vote on this item and therefore will take such vote into consideration when evaluating the Company’s compensation programs and practices applicable to the named executive officers. The Company holds this vote annually and the next vote will be held at the Company’s annual meeting of stockholders in 2015.2018.

The Board of Directors recommends a vote “FOR” the approval of thenon-binding advisory resolution approving the compensation of the Company’s named executive officers.

RATIFICATION OF APPOINTMENT OF

INDEPENDENT, REGISTERED CERTIFIED PUBLIC ACCOUNTANTS

(ITEM 3 ON PROXY CARD)

The Board of Directors, acting upon the recommendation of the Audit Committee, asks that the stockholders ratify the selection of Ernst & Young LLP as the Company’s independent, registered certified public accountants to audit and report upon the financial statements of the Company for the 20142017 fiscal year. Ratification requires the affirmative vote of a majority of eligible shares present at the Annual Meeting, in person or by proxy, and voting thereon. Unless otherwise specified by the stockholders, the shares of stock represented by the proxy will be votedFORratification of the appointment of Ernst & Young LLP as the Company’s independent, registered certified public accountants.

Although the submission to stockholders of the appointment of Ernst & Young LLP is not required by law or the Company’s amended and restated bylaws, the Audit Committee believes it is appropriate to submit this matter to stockholders to allow a forum for stockholders to express their views with regard to the Audit Committee’s selection. In the event the stockholders fail to ratify the appointment, the Board of Directors will reconsider its selection. Even if the selection is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Board of Directors determines that such a change would be in the best interests of the Company and its stockholders.

One or more representatives of Ernst & Young LLP are expected to be at the Annual Meeting. They will have an opportunity to make a statement and will be available to respond to appropriate questions.

The Board of Directors recommends that the stockholders vote “FOR” the ratification of the selection of Ernst & Young LLP to serve as the Company’s independent, registered certified public accountants for the 20142017 fiscal year.

SUBMISSION OF STOCKHOLDER PROPOSALS

The next stockholder meeting will be held on or about May 22, 2015.24, 2018. Stockholders wishing to have a proposal included in the Board of Directors’ 20152018 Proxy Statement must submit the proposal so that the Secretary of the Company receives it no later than December 31, 2014 nor earlier than December 1, 2014,29, 2017, which is 120 days and 150 days prior to the first anniversary of the date this Proxy Statement was released to stockholders, respectively.stockholders. The notice must describe various matters regarding the nominee or proposed business. The Securities and Exchange Commission rules set forth standards as to what stockholder proposals are required to be included in a proxy statement. In addition, pursuant to the Company’s amended and restated bylaws, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting at which the voting takes place with respect to such stockholder’s proposal, such proposal shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Company.

For any proposal that is not submitted for inclusion in next year’s proxy statement (as described above) but is instead sought to be presented directly at next year’s annual meeting, Securities and Exchange Commission rules permit management to vote proxies in its discretion if (a) the Company receives notice of the proposal before the close of business 45 days before the first anniversary of the mailing date of this Proxy Statement and advises stockholders in next year’s proxy statement about the nature of the matter and how management intends to vote on such matter, or (b) the Company does not receive notice of the proposal prior to the close of business 45 days before the first anniversary of the mailing date of this Proxy Statement. Notices of intention to present proposals at the 20152018 Annual Meeting should be addressed to the Chief Operating Officer and Secretary of HFF, Inc., One Oxford Centre, 301 Grant Street,Victory Park, 2323 Victory Avenue, Suite 600, Pittsburgh, Pennsylvania 15219.1200, Dallas Texas 75219. For further information regarding the submission of director nominations, see “Corporate Governance — Submission of Director Nominations” in this Proxy Statement.

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

The Audit Committee appoints the independent accounting firm to be retained to audit the Company’s financial statements, and once retained, the independent accounting firm reports directly to the Audit Committee. The Audit Committee consults with and reviews recommendations made by the accounting firm with respect to financial statements, financial records and financial controls of the Company and makes recommendations to the Board of Directors as it deems appropriate from time to time. The Audit Committee is responsible forpre-approving both audit andnon-audit engagements with the independent accountants. The Board of Directors has adopted a written charter setting forth the functions the Audit Committee is to perform, and this report is made pursuant to that charter.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors of HFF, Inc. Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent accountants are responsible for auditing those financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America. The Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews.

The Audit Committee and the Chairman of the Audit Committee have met with management during fiscal year 20132016 to consider the adequacy of the Company’s internal controls, and discussed these matters and the overall scope and plans for the audit of the Company with the Company’s independent, registered certified public accountants during that time period, Ernst & Young LLP. The Audit Committee also discussed with senior management and Ernst & Young LLP the Company’s disclosure controls and procedures.

In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form10-K for the year ended December 31, 20132016 with management, including a review of the quality, in addition to the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with Ernst & Young LLP, who are responsible for expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under auditing standards generally accepted in the United States, including the matters required to be discussed by statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. In addition, the Audit Committee reviewed and has discussed with Ernst & Young LLP their independence, including the compatibility ofnon-audit services performed with the accountant’s independence.

The Audit Committee discussed with the Company’s independent accountants the overall scope and plans for their audit. The Audit Committee has met with the independent accountants, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited financial statements be included in the Annual Report on Form10-K for the year ended December 31, 20132016 for filing with the Securities and Exchange Commission.

The Audit Committee has appointed the firm of Ernst & Young LLP, independent, registered certified public accountants, as independent accountants to audit and report upon the Company’s financial statements for the fiscal year ending December 31, 2014.2017. The Company is requesting stockholder ratification of the appointment of Ernst & Young LLP. In appointing Ernst & Young LLP as the Company’s auditors for fiscal year 2014,2017, the Audit Committee has considered whether Ernst & Young LLP’s provision of services other than audit services is compatible with maintaining their independence.

AUDIT COMMITTEE

George L. Miles, Jr., Committee Chairman

Deborah H. McAneny

Susan P. McGalla

Morgan K. O’Brien

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides an overview of the Company’s executive compensation programs for the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) and Matthew D. Lawton, Michael J. Tepedino and Manuel A. de Zárraga, three of our Executive Managing Directors (collectively with the CEO and CFO, the “named executive officers” (“NEOs”)or “NEOs”) during fiscal year 2013,2016, together with a description of the material factors underlying the decisions which resulted in the 20132016 compensation provided to the Company’s NEOs, as presented in the tables that follow this CD&A. The following discussion and analysis contains statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of financial results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

Our compensation program and policies are closely reviewed by our Compensation Committee to ensure that our programs align with our core principles and Mission Statement. We examine best practices in governance and executive compensation including key features that are designed to align the interests of our executives and stockholders and to mitigate compensation-related risks. The table below highlights some of our compensation practices:

Role of the Compensation Committee

The Compensation Committee (the “Committee”) of the Board of Directors is currently composed of fournon-employee directors, all of whom are independent directors under the listing standards of the New York Stock Exchange and the Securities and Exchange Commission rules. The Committee has responsibility for determining and implementing the Company’s philosophy with respect to executive compensation. Accordingly, the Committee has overall responsibility for approving and evaluating the various components of the Company’s executive compensation program. The Committee meetsMeetings are held at least twice per year (and more often as necessary) to discuss and review the compensation of the NEOs. The Committee annually reviews and approves the compensation of the CEO. The CommitteeCEO, and also reviews and approves the compensation of the other NEOs after considering the recommendations of the CEO. In establishing and reviewing compensation for the NEOs, the Committee considers, among other things, the financial results of the Company, recommendations of management and compensation data for comparable companies.

The Committee operates under a written charter originally adopted by the Board of Directors of the Company on January 30, 2007 and last amended on May 23, 2013. A copy of this charter is posted on the Company’s website athttp://www.hfflp.com on the “Investor Relations” page.

Role of the Compensation Consultant

Since 2009, the Committee has engaged Frederic W. Cook & Co., Inc. (“Cook & Co.”FW Cook”), an independent compensation consultant, to provide advice on executive compensation matters. All services provided by consultants to the Committee are conducted under the direction or authority of the Committee, and all work performed by compensation consultants must bepre-approved by the Committee.

Frederic W.FW Cook & Co., Inc. does not provide any other services to the Company, and neither FW Cook & Co. nor any members of its consulting team owns any shares of the Company’s common stock. There are no personal or business relationships between Cook & Co.’sFW Cook’s employees and any executive of the Company. In addition, there are no personal or business relationships between Cook & Co.’sFW Cook’s employees and any member of the Compensation Committee. FW Cook & Co. maintains a detailed conflict of interest policy in order to ensure that compensation committees receive conflict-free advice, and all of Cook & Co.’s employees were in compliance with such policy in 2013.advice. Fees and expenses paid to FW Cook & Co. in 20132016 in respect of consulting services to the Company were less than 1% of Cook & Co.’simmaterial to FW Cook’s total consulting income during that period. The Compensation Committee, after taking into consideration all factors relevant to Cook & Co.’sFW Cook’s independence, including but not limited to factors specified in NYSE listing standards, confirmed that FW Cook & Co. is independent and determined that no conflicts of interest exist between FW Cook & Co. and the Company.

Compensation Philosophy — Mission and Vision Statement

In connection with setting the compensation for executive officers, the Company has adopted the philosophy set forth in the Mission and Vision Statement (see below) of the Operating Partnerships. The Mission and Vision Statement reflects our pay for value-added performance philosophy. We believe this Mission and Vision Statement is critical to our continued success. The foundation of our Mission and Vision Statement is based on the concept that a client’s interest must be placed ahead of ours or any individual’s working for us. Our goal is to hire and retain associates throughout the entire organization who have the highest ethical standards with the bestfinest reputation in the industry to preserve our culture of integrity, trust and respect. We endeavor to promote and encourage teamwork to ensure our clients have the best team on each transaction. Without the best people, we believe we cannot be the best firm and achieve superior results for our clients.

To enable us to achieve our goals, we believe that we must maintain a flexible compensation structure, including equity-based compensation awards, to appropriately recognize and reward our existing and future associates who profoundly affect our future success. We believe the ability to reward superior performance is essential if we want to provide superior results for our clients.

The Committee’s goals in structuring the Company’s compensation program for its NEOs are to:

The Committee has determined that to achieve these objectives, the Company’s executive compensation program should reward both individual and Company short-term and long-term performance. To this end, the Committee believes that executive compensation packages provided by the Company to its executive officers should include both cash- and stock-based compensation. However, the Committee does not rely on any policy or formula in determining the appropriate mix of cash and equity compensation, nor does it rely on any policy or formula in allocating long-term compensation to different forms of awards.

Given the CEO’sMessrs. Gibson, Lawton, Tepedino and de Zárraga’s unique roleroles as both as an executive officerofficers of the Company and a transaction professionalprofessionals of HFF LP, the Company’s executive compensation program operates in conjunction with the Company’s overall compensation system, which is intended to ensure continued significant and direct emphasis on annual production, to maintain and honor our partnership culture, to continue the alignment of employee, management and stockholder interests through our profit participation bonus plans and to enhance our succession plans for future leadership of the Company.

Setting Executive Compensation

In making compensation decisions, the Committee considers the recommendations of management.management and its independent consultant. The Committee also considers corporate and executive performance, an executive’s level of experience and responsibility, an executive’s current compensation level and historical compensation practices. In addition, the Committee may look atconsider market data for comparable companies. The Committee does not attempt to maintain or target a specific percentile with respect to a particular peer group set of companies in determining compensation for NEOs. However, the Committee does periodically review information regarding compensation trends and levels from a variety of sources in making compensation decisions.

In 2013,2016, the Committee engaged FW Cook & Co. to provide advice on certain executive compensation matters. At the same time, the Committee conducted an extensive review of the CEO’s, CFO’s and COO’s compensation, considering CEO compensation at public companies in the professional services sector, including real estate service companies, with annual revenues between $100 million and $500 million as well as CB Richard Ellis Group and Jones Lang LaSalle, which consistently compete with us for top executive talent in the commercial real estate industry. This analysis included data on the following key elements of pay: (i) base salary, (ii) bonus, (iii) stock and option awards (iv) non-equity incentive plan compensation and (v)(iv) all other compensation. The Committee reviewed

the data, with caution givenkeenly aware of its limitations including, the limited number of companies in the “peer” subset, described above, and the significant differences in size and business scope between the Company and the “peer” subset. In connection withMarket data for the CFO’sCFO and COO’s compensation, the Committee also reviewed compensation for similar positions fromCOO roles were based on national general industry surveys.survey sources.

The Committee also evaluates the performance of the Company’s CEO, CFO and COONEOs based on quantitative and qualitative performance criteria as described in more detail herein.

Compensation-Related Risk Assessment

In setting executivedeveloping the Company’s compensation policies, the Committee considers risks associated with paymentthe Company’s compensation practices. On an annual basis, the Committee and the Company conduct a risk assessment with respect to compensation of the executive compensation. officers. The risk assessment includes an analysis of the alignment of the Board’s expressed compensation philosophy and compensation goals with the Company’s strategic goals, short- and long-term focus and timing issues, compensation drivers and potential risks of each type of pay component, equity vesting periods, stock ownership and other factors.

The Committee takes steps to mitigate undue risk, including implementing a clawback policy and stock ownership guidelines, as discussed in this CD&A. Many of the Company’s executive compensation plans are tied to the Company’s performance, reducing the risk associated with a possible downturn in the markets in which the Company operates. Total executive base salary compensation paid with respect to 20132016 represented less than 30%14% of the total compensation paid to the CEO andCEO; less than 60%38% of the total compensation paid to eachour CFO; less than 8% of our CFOthe total compensation paid to Mr. Lawton; less than 6% of the total compensation paid to Mr. Tepedino and COO,less than 10% of the total compensation paid to Mr. de Zárraga, with the restremainder being tied to performance. The Committee believes the Company’s compensation policies discourage excessive risk-taking. Additionally, the Committee believes that none of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.

Consideration of Stockholder Advisory Vote on Executive Compensation

In determining and approving compensation of our NEOs, the Committee monitors the results of the Company’s annual advisory vote on named executive compensation. The Company’s stockholders overwhelmingly approved our executive compensation program at our last annual meeting, with an approval rating of over 98%82.3% of the shares represented at the meeting, with brokernon-votes not considered in the calculation.

Although this vote isnon-binding, the Committee viewed this strongsolid endorsement of our executive compensation decisions and policies as an additional factor supporting the Committee’s conclusion that our existing approach to executive compensation has been successful for the Company.

20132016 Executive Compensation Components

The Company’s executive compensation program is comprised of three core elements:

In making decisions with respect to any element of a NEO’s compensation, the Committee considers the total current compensation that such NEO may be awarded and any previously granted unvested equity awards. The Committee’s goal is to award compensation that is reasonable in relation to the Company’s compensation philosophy and objectives when all elements of potential compensation are considered.

Base Salaries

In General.General.Base salary reflects the scope of job responsibility and theday-to-day performance of the executive officer relative to his or her duties and responsibilities. As a fixed component of compensation, base salary plays an important role in attracting and retaining executive talent. In determining base salaries, the Committee considers several factors, including:

Base salaries are reviewedThe Committee’s practice is to review base salary levels annually.

Compensation2016 Base Salary Levels for Named Executive Officers During 2013

During 2011

Among the factors considered by the Committee in establishing base salary levels for each of Messrs. Gibson, Lawton, Tepedino and 2012, Mr. Pelusi was paid an annualde Zárraga were each of their base salaries and total compensation as compared to relevant competitors and other “peer” companies, as well as each of their skills and experience, historical base salary of $600,000. During 2013, he was paid an annual salary of $1,000,000. Mr. Pelusi’s 2014 annual salary up to and including March 31, 2014, the day prior to the effectiveness of his resignation as CEOperformance.

Messrs. Gibson, Lawton, Tepedino and director of the Company, was $1,000,000. Beginning on April 1, 2014, the effective date of Mr. Pelusi’s resignation, Mr. Pelusi ceased to be an executive officer of the Company.

Mr. Pelusi isde Zárraga are also employed as a transaction professionalprofessionals of HFF LP, one of the two partnerships through which we conduct our business. Accordingly, he isthey are also paid for histheir respective service as a transaction professional.professionals. As is the case with all transaction professionals his payment as a transaction professionalof HFF LP, their compensation is based primarily upon commissions he earnsthey earn for the capital markets services revenue that he brings intothey generate for HFF LP (as discussed in more detail below). In addition, Mr. Gibson is a licensed broker for HFF Securities, and is accordingly paid for his service in the form of commission payments. This is consistent with HFF LP’spay-for-performance policy, as the compensation earned by Mr. Pelusieach of Messrs. Gibson, Lawton, Tepedino and de Zárraga as a transaction professional, and Mr. Gibson as a licensed broker, is directly related to the amount of revenue he generatesthey each generate for HFF LP.LP and HFF Securities, respectively. In addition, in order to attract and retain top producers, such as Mr. Pelusi,Messrs. Gibson, Lawton, Tepedino and de Zárraga, it is critical that they share in the revenue and certain other income that they generate for the Operating Partnerships.

Subject to satisfying certain performance thresholds, Mr. PelusiMessrs. Gibson, Lawton, Tepedino and de Zárraga and other transaction professionals may receive commission payments equalup to 50% of the adjusted collected fee amount that they generate for HFF LP.the Operating Partnerships. Under this policy, the adjusted collected fee amount is determined based upon the gross revenue actually received by HFF LPthe Operating Partnerships attributable to the efforts of Mr. Pelusisuch transaction professionals and after payment of all customary and appropriate fee splits with outside cooperating brokers or others. The adjusted collected fee amount is also reduced by related producertransaction professional expenses, including all applicable management plan payments, bonus pool payments to analysts, splits with other producerstransaction professional and employees, and other similar compensation paid or payable to individuals involved in the generation of any commission revenue. During 2013, Mr. Pelusi was the only transaction professional who also served as an NEO and whose compensation was directly reviewed and approved by the Committee. The Committee considers Mr. Pelusi’sMessrs. Gibson’s, Lawton’s, Tepedino’s and de Zárraga’s total compensation relative to that of other top Company transaction professionals so as to balance the fact that Mr. Pelusi,each of them, by reason of his servicetheir services as CEO,executive officers, must redirect much of histheir focus and efforts to his CEOtheir executive officer responsibilities as opposed to histheir own individual production.

The salary of our CFO, Gregory R. Conley, was $350,000 in 2013. Among the factors considered by the Committee in establishing hisMr. Conley’s base salary were Mr. Conley’shis base salary and total compensation as they compare to those paid to the chief financial officers and other counterparts of the Company’srelevant competitors and other “peer” companies, as well as his skills and experience, historical base salary and performance as CFO of the Company. After reviewing Mr. Conley’s compensation and consulting with Mr. Pelusi, the Committee decided to increase Mr. Conley’s annual base salary for 2014 to $375,000.

During 2013, our COO, Nancy O. Goodson, was paid a base salary of $225,000. Among the factors considered by the Committee in establishing her base salary were Ms. Goodson’s base salary and total compensation as they compare to those paid to the chief operating officers and other counterparts of the Company’s competitors and other “peer” companies, as well as her skills and experience, historical base salary and performance as COO of the Company. After reviewing Ms. Goodson’s compensation and consulting with Mr. Pelusi, the Committee decided to increase Ms. Goodson’s annual base salary for 2014 to $250,000.performance.

Bonuses

In General.General.Annual cash and equity-based bonuses are included as part of the executive compensation program because the Committee believesto ensure that a significant portion of each NEO’s compensation should beis contingent on the annual performance of the Company, as well as the individual contribution of the NEO. The Committee believes that this structure is appropriate because it aligns the interests of management and stockholders by rewarding executives for strong annual performance by the Company. Bonuses, if earned based on superior performance, are intended to be on the high end of competitive levels to compensate for lower base salaries.

In addition to our regular bonus program, in connection with his servicetheir services as a transaction professional with HFF LP, Mr. Pelusi iseach of Messrs. Gibson, Lawton, Tepedino and de Zárraga are eligible for an annual bonus through HFF LP’sthe Operating Partnership Office Profit Participation Bonus Plan, and each of our CEO, CFOMessrs. Gibson, Conley, de Zárraga, Tepedino and COOLawton are eligible for an annual bonus through HFF Inc.’s Firm Profit Participation Bonus Plan.

20132016 Performance Bonuses

In 2016, the Compensation Committee granted performance bonuses in accordance with the Executive Bonus Plan (the “Executive Bonus Plan”). Upon the grant of an Executive Bonus to an eligible recipient, a recipient receives 50% of the award in cash, payable immediately, and 50% of the award in restricted stock units (“RSUs”), the latter vesting over three years in equalone-third installments. The Executive Bonus Plan is administered by the Board of Directors (or an appropriate committee thereof) and all decisions of the Board with respect to the administration of the Executive Bonus Plan are final, conclusive and binding on all persons, including the Company, its subsidiaries and affiliates, any employee and any persons claiming rights from or through employees of the Company.

Members of the Executive Committee (or any similar committee established in the future) established by the Company, the Operating Partnerships or any other affiliate of the Company are eligible to participate in and receive a bonus payment under the Executive Bonus Plan. In 2016, the Company’s CEO, Mark D. Gibson, President, Joe B. Thornton, Jr. and Executive Managing Directors Matthew D. Lawton, Gerard T. Sansosti, Michael J. Tepedino and Manuel A. de Zárraga were members of the Executive Committee and were eligible for Executive Bonuses. The Company’s CFO, Gregory R. Conley, the Company’s Chief Operating Officer (“COO”), Nancy O. Goodson, as well as the Company’s director emeritus John P. Fowler, were ad hoc members of the Executive Committee and were also eligible for such bonuses.

In connection with determining the 20132016 bonus amount for Messrs. Gibson, Lawton, Tepedino and de Zárraga and the other voting members of the Executive Committee and Mr. Pelusi,Conley, the Committee fixed a target bonusestablished an Executive Bonus pool of $2,250,000, or 225% of his base salary,$4,000,000 with the actual bonus paid to be based upon the achievement ofpre-established individual and Company-level objectives. In particular, Mr. Pelusi’s bonus wasbonuses were dependent on his performance

in connection with (i) maximizing stockholder value while ensuring adherence to the Company’s Vision and Mission Statement, (ii) exploring and developing strategic alternatives for the Company’s growth and future profitability and enhanced stockholder value, (iii) ensuring that the Company’s strategic plan and budget are fully developed, presented thenand implemented, following approval by the Board of Directors and that the Board of Directors is apprised of and involved in all key strategic initiatives and/or issues that were not part of the strategic plan and budget as they arise, (iv) managingfostering continued strong investor relations and communications efforts(v) meeting certain financial targets (i.e. budgeted revenue, operating income and supportingAdjusted EBITDA) of the Company’s stockCompany. In addition, the bonuses for Messrs. Gibson, Lawton, Tepedino and de Zárraga and the other voting members of the Executive Committee, specifically, were also dependent on performance in connection with building a strong working relationship with the institutionalCFO and analyst community, (v) identifying succession planning candidates through continuedCOO and continuing to support their involvement in the implementation of the Company’s Leadership Team Committeestrategic business goals and new internal management structure and developing a multi-year management and succession plan for such candidates, and (vi) managing all public company and Operating Partnerships operations.objectives.

After considering the outstanding 20132016 performance of Mr. Pelusieach of Messrs. Gibson, Lawton, Tepedino, de Zárraga, Conley and the Company in light of the individual and Company-level objectives established by the Committee and reviewing Mr. Pelusi’sMessrs. Gibson’s, Lawton’s, Tepedino’s, de Zárraga’s and Conley’s compensation, and considering peer company information, the Committee approved aan executive bonus, split evenly between cash bonus of $2,250,000 for Mr. Pelusi, or 100% of his 2013 target bonus opportunity. and RSUs, in the aggregate as follows:

The Committee determined that thisthese bonus amount wasamounts were appropriate in light of the Company’s performance discussed above, which included exceeding certain budgeted goals and the payment of a special dividend, and Mr. Pelusi’sMessrs. Gibson’s, Lawton’s, Tepedino’s, de Zárraga’s and Conley’s contributions to that performance. The Committee believed that payment of the entire bonus in cash was appropriate given Mr. Pelusi’s significant stock holdings in the Company.

Under theirhis employment agreements,agreement, Mr. Conley and Ms. Goodson are eachis eligible to receive an annual cash bonus in an amount up to 50% of his or her base salary. The Committee may also, in its discretion, fixestablish target bonuses and award performance bonuses in excess of such amounts. The Committee fixedset Mr. Conley’s target 20132016 bonus opportunities for Mr. Conley and Ms. Goodson of $175,000 and $112,500, respectively,opportunity at $237,500, or 50% of their respectivehis base salaries.salary. In connection with determining theMr. Conley’s actual bonus amounts for Ms. Goodson and Mr. Conley,payout, the Committee consulted with the CEO and considered his impressionassessment of such officers’the CFO’s performance, as outlined in a written performance review of each of Ms. Goodson and Mr. Conley. The performance factors considered by the Committee in connection with awarding such incentive bonuses included the CFO’s and COO’s (i) implementation and execution of the Company’s business plan, (ii) managing and recommending improvements in the Company’s operations, including the Company’s credit facilities, and internal efficiencies, (iii) managing and administering the Company’s support functions including assisting with the opening an office in Philadelphia and expansion and renewals of offices in several other cities, and (iv) individual performance and achievements. In connection with awarding a bonus to Mr. Conley, the Committee also considered his performance in connection with the preparation of the Company’s financial statements and maintaining effective internal controls. After considering Mr. Pelusi’sGibson’s recommendations, competitive data provided by the consultant and the performance factors noted above, the Committee approved bonusesa cash bonus of $212,500 and $150,000 (of which $24,995 was in the form of immediately vested shares of Class A common stock, with the remainder paid in cash)$356,200 for Mr. Conley, and Ms. Goodson, respectively, or 121% and 133%, respectively,approximately 150% of theirhis target bonuses.bonus. The Committee determined that thesethis bonus amounts wereamount was appropriate in light of the strong performance of Mr. Conley and Ms. Goodson in their respectivehis areas of responsibility.

Profit Participation Bonus Plans

Operating Partnership Profit Participation Bonus Plans.Plans.The Profit Participation Bonus Plan of each of HFF LP and HFF Securities (each, an “Office Profit Participation Bonus Plan”) is designed to reward an office or line of

business for an exceptionally productive year. In addition, the Office Profit Participation Bonus Plans reward income generation as well as the ability of an office or line of business to control costs. This element of compensation is integral to HFF LP’s and HFF Securities’ compensation practices because it provides an understandable incentive to each of our offices and lines of business and allows us to reward superior performance. Each Office Profit Participation Bonus Plan generally provides that offices or lines of business that

generate profit margins for their office or line of business of 14.5% or more are entitled to additional bonuses of an allocated share of 15% of net income from the office. The allocation of the profit participation bonus and how it is shared within the office are determined by the office head in consultation with the managing member of the Operating Partnerships. In addition, in January 2011April 2015 the Company amended each Office Profit Participation Bonus Plan such that the Board, or any appropriate committee thereof, may elect to pay up to one-third50% of the profit participation bonuses payable under the applicable Office Profit Participation Bonus Plan in the form of equity-based awards pursuant to the Company’s then-effective 2006 Omnibus Incentive Compensation Plan (the “2006 Plan”) (or any other compensation plan adopted by the Company under which equity securities of the Company are authorized)authorized, which now includes the 2016 Equity Incentive Plan (the “2016 Plan”)), which awards may be subject to delayed vesting schedules. The Compensation Committee’s current practice for 2016 awards, however, subject to the Committee’s future consideration and approval at the time of each grant, is that if a recipient owns greater than 300,000 shares of Class A common stock at the time of grant, the recipient is paid the full amountwas to receive 50% of the profit participation bonusaward in cash, payable immediately, and 50% of the award in lieu of equity-based awards, although one-third of such cash payment payable is subject to a similar delayed vesting schedule as that applicable to portions of profit participation bonuses paid inequity (in the form of equity-based awards that year.RSUs), the latter to vest inone-third installments beginning on the first anniversary of each grant.

Mr. Pelusi, in his role as a transaction professional, isMessrs. Gibson, Lawton, Tepedino and de Zárraga are eligible to participate in HFF LP’sthe Office Profit Participation Bonus Plan. Mr. Pelusi’sPlan and each received an office profit participation bonus under the HFF LP’s Office Profit Participation Bonus Plan in 2013 was a result2017 related to 2016 performance as follows:

One-third of the achievementequity portions of the Pittsburgh, Pennsylvania officeprofit participation bonuses will vest on each of the Company, at which Mr. Pelusi serves as a transaction professional. In 2013, the Pittsburgh office generated a profit marginfirst, second and third anniversaries of greater than 14.5%. Mr. Pelusi did not receive a profit participation bonus under the HFF LP Office Profit Participation Bonus Plan in 2014 related to 2013 performance.February 14, 2017.

Firm Profit Participation Plan.Plan.In January 2011, the Company adopted the HFF, Inc. Firm Profit Participation Bonus Plan (the “Firm Profit Participation Bonus Plan”), under which members of the Executive and Leadership Committees (or any similar committees established in the future) established by the Company, the Operating Partnerships or any other affiliate of the Company, which include each of our CEO, President, CFO, Mr. Lawton and COO,Mr. de Zárraga, are eligible for an annual bonus. The purpose of the Firm Profit Participation Bonus Plan is to encourage and reward firm-wide collaboration and broad stewardship and to promote the financial success of the Company and the Operating Partnerships as well as succession planning for the future. For each calendar year, if the Company achieves a 17.5% or greater adjusted operating income margin, a bonus pool is funded by a percentage of the Company’s adjusted operating income, ranging from 15% to 25%, beyond predefined adjusted operating income margin thresholds, ranging from 17.5% to 27.5%. The Board, or any appropriate committee thereof, may elect to pay up totwo-thirds of the profit participation bonuses payable under the Firm Profit Participation Bonus Plan in the form of equity-based awards pursuant to the 20062016 Plan (or any other compensation plan adopted by the Company under which equity securities of the Company are authorized). The Compensation Committee’s current practice starting with the 2015 awards, however, subject to the Committee’s future consideration and approval at the time of each grant, is that, if aupon grant to an eligible recipient, owns greater than 300,000 shares of Class A common stock at the time of grant, thesuch recipient is paid the full amountto receive 50% of the profit participation bonusaward in cash, payable immediately, and 50% of the award in lieu of equity-based awards, although one-third of such cash payment payable is subject to a similar delayed vesting schedule as that applicable to portions of profit participation bonuses paid inequity (in the form of equity-based awards that year.RSUs), the latter to vest in equal annual installments over three years beginning on the first anniversary of each grant.

Mr. Pelusi, Mr. Conley

Messrs. Gibson, Lawton, Tepedino, de Zárraga and Ms. GoodsonConley are each eligible to participate in the Firm Profit Participation Bonus Plan. Mr. Pelusi received a profit participation bonus under the Firm Profit Participation Bonus Plan of $24,933 in 2014 related to 2013 performance. Because Mr. Pelusi owns greater than 300,000 shares of Class A common stock, his profit participation bonus was paid in cash, 50% of which vested immediately upon grant and 50% of which will vest on March 3, 2015. Mr. Conley and Ms. Goodson each received a profit participation bonus under the Firm Profit Participation Bonus Plan of $49,866 in 20142017 related to 2013 performance. Each2016 performance as follows:

One-third of Mr. Conley’s and Ms. Goodson’s profit participation bonuses was paid one-third in cash and two-thirds in restricted shares of the Company’s Class A common stock under the 2006 Plan. Fifty percent of each of the cash

and equity portions of the profit participation bonus vested immediately upon grant and 50%bonuses will vest on March 3, 2015.

Supplemental Leadership Team Bonus Plan.    In 2013, the Company adopted the Supplemental Leadership Team Bonus Plan, under which memberseach of the Executivefirst, second and Leadership Committees (or any similar committees established in the future) established by the Company, the Operating Partnerships or any other affiliatethird anniversaries of the Company and who participate in the Firm Profit Participation Bonus Plan receive an additional bonus based on the achievement of certain financial targets established by the Compensation Committee. The payout to each individual under the Supplemental Leadership Team Bonus Plan for 2013 was based on such individual’s pro rata participation in the Firm Profit Participation Bonus Plan.February 14, 2017.

Mr. Pelusi, Mr. Conley and Ms. Goodson are each eligible to participate in the Supplemental Leadership Team Bonus Plan, as are the NEOs whose terms commenced on April 1, 2014. Mr. Pelusi, Mr. Conley and Ms. Goodson received a Supplemental Leadership Team Bonus Plan bonus of $3,417, $6,835 and $6,835, respectively related to 2013 performance.

Clawback Policy

In 2013, the Committee adopted a clawback policy that covers the executive performance bonus and Supplemental Leadership Team Bonus pools, which requires that payouts under the executive performance bonus guidelines and the Supplemental Leadership Team Bonus Plan shall not be adjusted based on any information that becomes available at any time following the Determination Date of such payout amount, absent fraud, accounting irregularities, willful misconduct, gross negligence or manifest error, provided that, for two years following the awarding of any bonus amount under such plans, the award will be subject to a total clawback in the event that there is a material restatement of the Company’s financial statements for the applicable fiscal year.

For further detail regarding the Officer Profit Participation Bonus Plans and the Firm Profit Participation Bonus Plan, see the description under “Profit Participation Bonus Plans” below.

Long-Term Incentive Program

Our Board of Directors believes that compensation paid to executive officers should be closely aligned with our performance on both a short-term and long-term basis, and that their compensation should assist us in recognizing and rewarding key executives who profoundly affect our future success through their value-added performances. Therefore, we have adopted and maintain an incentive compensation plan, the 20062016 Plan. This plan is designed to align management’s performance objectives with the interests of our stockholders. Awards under our 20062016 Plan are administered by the Committee.

All grants of equity compensation to NEOs, including those made in connection with the Office Profit Participation Bonus Plan and the Firm Profit Participation Bonus Plan, are made by the Committee. Whether grants are made and the type and size of any grants are based upon Company and individual performance, position held, years of service, level of experience and potential of future contribution to the Company’s success. The Committee may also consider long-term incentive grants previously awarded to the NEOs, long-term incentive grants given to other executive officers throughout the Company’s history and grant practices at comparable companies.

20132016 Equity Grants

As described above, in March 2014 Mr. Conley and Ms. Goodson were each granted 1,044 restricted shares ofFebruary 2017, the Company’s Class A common stock with a grant date fair value of $33,241Company made certain equity grants under the 20062016 Plan as part of their 2013the 2016 profit participation bonuses. One-halfbonuses and executive bonuses as follows: