SEC Form DEF 14A filed by Hudson Pacific Properties Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under § 240.14a-12

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Hudson Pacific Properties, 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):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

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DEAR FELLOW STOCKHOLDER:

On behalf of the Board of Directors of Hudson Pacific Properties, Inc., I invite you to attend our Annual Meeting of Stockholders on Wednesday, May 15, 2024 at 9:00 a.m. (PDT). The meeting will be held at our headquarters, located at 11601 Wilshire Boulevard, Ninth Floor, Los Angeles, California 90025.

2023 continued to present challenges for the office sector amid an uncertain economic climate marked by higher interest rates and recession concerns. We also encountered an unprecedented dual studio union strike, which effectively shut down the entertainment industry for a significant portion of the year. Despite these headwinds, Hudson Pacific remained steadfast in our priorities through aggressive leasing, further strengthening our balance sheet, executing on in-process development opportunities, and maintaining a leadership position in sustainability, and more broadly, ESG.

We leased 1.7 million square feet and sold over $1 billion of assets, most notably One Westside and Westside Two to UCLA for $700 million. We also made significant progress on our three under-construction studio and office projects, one of which was delivered in the first quarter this year. We continue to achieve excellence in sustainability, being named Sector Leader for the Americas by GRESB for the third year in a row and winning Nareit’s Office Sector Leader in the Light award for the second year in a row.

We are encouraged by several favorable trends in our core industries and markets, including the rebound of tech leasing and slowing of tech layoffs, AI acceleration as a driver of growth, particularly in the Bay Area, and relatively strong venture funding levels. Office utilization continues to improve, as more and more companies realize being in the office fosters productivity and innovation essential for growth. We are also seeing a gradual re-acceleration of content production following the full resolution of the dual studio union strikes in December.

Hudson Pacific is committed to our strategy of optimizing our unique portfolio and platform and specifically focused on the following objectives for 2024:

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Aggressive leasing within our office and studio portfolios, as we continue to address our 2024 expirations and build our stage and production service utilization back to pre-strike levels;

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Executing on opportunistic dispositions;

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Successfully progressing our New York studio development, Sunset Pier 94; and

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Further deleveraging and fortifying our balance sheet to ensure strong financial flexibility.

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I am confident as I look forward that our platform and portfolio are well positioned to create stockholder value over the long term. We thank you for your continued support of Hudson Pacific.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Please join us for the 2024 Annual Meeting of Stockholders of Hudson Pacific Properties, Inc., a Maryland corporation. The meeting will be held at 9:00 a.m. (PDT), on Wednesday, May 15, 2024 at 11601 Wilshire Boulevard, Ninth Floor, Los Angeles, California 90025.

At the 2024 Annual Meeting of Stockholders, our stockholders will consider and vote on the following matters:

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The election of 10 directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies;

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The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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The advisory approval of the Company’s executive compensation for the fiscal year ended December 31, 2023, as more fully disclosed in the accompanying Proxy Statement; and

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Any other business properly introduced at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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You must own shares of Hudson Pacific Properties, Inc. common stock at the close of business on March 20, 2024, the record date for the 2024 Annual Meeting of Stockholders, or hold a proxy from such a record holder, to attend and vote at the Annual Meeting or at any adjournments or postponements of the Annual Meeting. If you plan to attend, please bring a picture I.D. and, if your shares are held in “street name” ​(i.e., through a broker, bank or other nominee), a copy of a brokerage statement reflecting your stock ownership as of the close of business on March 20, 2024. If your shares are held in “street name,” you will also need a duly authorized proxy from your broker, bank or other nominee to vote your shares at the Annual Meeting. Regardless of whether you will attend, please authorize your proxy electronically through the Internet or by telephone, or by completing and mailing your proxy card so that your votes can be cast at the Annual Meeting in accordance with your instructions. For specific instructions on authorizing a proxy, please refer to your proxy card. Authorizing a proxy in any of these ways will not prevent you from voting at the 2024 Annual Meeting of Stockholders if you are a stockholder of record as of the record date for the Annual Meeting or if you hold a proxy from a record holder.

TABLE OF CONTENTS

PROXY SUMMARY

2023 BUSINESS AND PERFORMANCE HIGHLIGHTS

2023 proved to be a challenging year, as higher interest rates fueled recession fears and slowed the pace of office leasing across the country. A once-in-a-generation dual studio union strike effectively shut down the entertainment industry for a good portion of the year. Despite these headwinds, Hudson Pacific remained steadfast in our priorities to navigate these uncertain times through aggressive leasing, further strengthening our balance sheet, executing on our active development opportunities, and maintaining a leadership position in sustainability and, more broadly, ESG.

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Executed on 266 new and renewal leases totaling 1.7 million square feet

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Progressed Sunset Glenoaks, a seven-stage, 241,000-square-foot studio in Los Angeles and Washington 1000, a 546,000-square-foot office development in Seattle, the latter of which we delivered in the first quarter of 2024

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Entered into a joint venture (owned 49.9%/25.6%/24.5% Vornado/Hudson Pacific/Blackstone) to develop and operate Sunset Pier 94, Manhattan’s first purpose-built studio, set to deliver year-end 2025

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Completed $1.1 billion of asset sales (before prorations and closing costs)

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Fortified our balance sheet, including increasing our liquidity, improving our share of net debt to undepreciated book value to 36.5% and addressing our maturities until November 2025

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Maintained a quarterly dividend on our 4.750% Series C cumulative preferred stock of $0.296875 per share, equivalent to an annual rate of $1.18750 per share

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Earned several ESG-related recognitions, including being named a GRESB Office, Americas Sector Leader for a third consecutive year, and Nareit’s Leader in the Light: Office Award for a second consecutive year

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For further details on our 2023 performance, see page 33.

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2023 COMPENSATION HIGHLIGHTS

The Compensation Committee of the Board (or Compensation Committee) believes that an executive compensation program that strongly links the compensation of our executive officers and the short- and long-term performance of the Company is a key driver of our financial success. The Compensation Committee designed our 2023 executive compensation program to emphasize the relationship between compensation earned and our financial, operational (including ESG factors), strategic and long-term total shareholder return, or TSR, performance.

PAY-PERFORMANCE ALIGNMENT

In light of the extraordinary circumstances confronting our business due to the historic and prolonged studio-related strikes and the continued headwinds for the office real estate market, several aspects of our 2023 executive compensation program were impacted:

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No Target Pay Increases. For the past two years, the Compensation Committee has approved no increases to pay opportunities for any of our NEOs.

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Limited LTI Payouts in 2023. Our 2021 Performance Unit program completed its three-year performance period on December 31, 2023 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.

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Voluntary Agreement to Reduce 2023 LTI Values by 25%. Due to the challenging market conditions, our NEOs voluntarily agreed to not receive their relative TSR-based Performance Units granted in 2023, which would have represented 50% of their target Performance Units under the original LTI design (and 25% of their 2023 annual long-term equity incentives inclusive of the time-based LTIP units). The NEOs’ decision to eliminate these awards from the original design was due to G&A sensitivity and dilution management.

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2023 Performance Unit Awards. In response to the voluntary elimination of the relative TSR-based Performance Units, the Committee added a relative TSR modifier to the 2023 operational-based Performance Units which may reduce payouts by up to 40% to keep management’s interests aligned with the experience of stockholders. In addition, the Committee added a debt metric to the 2023 operational-based Performance Units as a key metric for managing the difficult economic climate.

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STRONG COMPENSATION GOVERNANCE

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Mandatory holding period of three years beyond the vesting date of time-based LTIP Units and two years beyond the vesting date of any Performance Units

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In October 2023, we adopted a new clawback policy that complies with the New York Stock Exchange listing standards adopted pursuant to Rule 10D-1 under the Exchange Act

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Stock ownership guidelines for executives and directors, with ownership requirement of 10x base salary for the CEO

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Double-trigger change-in-control provisions and no excise tax gross-ups

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Anti-hedging and anti-pledging policies that prohibit executives and directors from hedging and pledging our securities

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CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors is committed to sound corporate governance and ensuring full compliance and accountability to stockholders in accordance with all laws and regulations. Dedication to these principles and the highest ethical standards are essential to both short- and long-term value creation and preservation. The Company adheres to the following best practices:

STOCKHOLDER RIGHTS

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No staggered board (annual election of all directors)

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Annual “Say-On-Pay” voting

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Majority voting in uncontested director elections

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Active stockholder engagement

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No stockholder rights plan

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Stockholder power to amend Bylaws

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INDEPENDENT OVERSIGHT

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Majority (90%) of directors are independent

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Lead Independent Director, responsible for leading regularly scheduled executive sessions of independent directors

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All Audit, Compensation, Governance and Investment Committee members are independent

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Commitment to Board refreshment, with six new independent directors appointed since 2017

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Independent director tenure averages 8.2 years

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Active board oversight as it relates to corporate strategy and risk management

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Having an “Audit Committee Financial Expert”

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POLICIES

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Clawback policy

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Anti-hedging policy

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Anti-pledging policy

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Executive and director stock ownership guidelines

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Commitment to Board diversity

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CORPORATE RESPONSIBILITY

BETTER BLUEPRINTTM

Our ESG platform, Better BlueprintTM, brings to life our vision of vibrant, thriving urban spaces and places built for the long term. Its principles and objectives provide a common thread that authentically guides our work and relations with tenants, employees, investors and partners. Through this program, we aim to foster the growth of sustainable, healthy and equitable cities—vibrant cities, today and in the future.

Our success in the categories of sustainability and ESG is evidenced by prestigious accolades. In 2023, Hudson Pacific was named a GRESB Regional Sector Leader for the Office, Americas peer group for a third year in a row, won Nareit’s Leader in the Light Award for the office sector for a second year in a row, named one of Newsweek’s America’s Most Responsible Companies for a second year in a row, and included in Bloomberg’s Gender-Equality Index for the first time.

SUSTAINABLE

We are committed to leadership in sustainability—whether designing a new property, reimagining a dated building, or managing our existing portfolio. Addressing climate change is the number one focus of our sustainability program, and we have had 100% carbon neutral real estate operations since 2020. Our science-based target commits us to go further by reducing absolute Scope 1 and 2 greenhouse gas (“GHG”) emissions by 50% by 2030, from a 2018 baseline, excluding financial instruments like unbundled renewable energy credits and carbon offsets. We are on track to meet this target and are committed to reducing our Scope 3 GHG emissions by minimizing embodied carbon in our development and construction projects and transitioning our production services fleet to zero-emission vehicles. More about our bold sustainability goals can be found in Hudson Pacific’s Corporate Responsibility Report.

2023 SUSTAINABLE ACHIEVEMENTS

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100% carbon neutral operations across our entire real estate operating portfolio

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100% of our in-service office portfolio has recycling services and 82% has composting services

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92% of our in-service office portfolio is LEED certified and 75% is ENERGY STAR certified

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Better BlueprintTM Action Plans at all operating properties

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Sustainable Design Vision for all redevelopments and major repositionings

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HEALTHY

We aim to set our properties apart by providing safe environments that promote wellness and resilience for our employees, customers and neighbors. Our health and safety program includes emergency response plans, fire life safety systems, MERV-13+ air filters, and regular safety training at all buildings. We are also deeply committed to advancing wellness and well-being, as we know that the quality of our indoor environment can have a huge impact on both our physical and mental health. We consistently deliver state-of-the-art buildings with functional outdoor space, fitness amenities, natural light, healthy food and other wellness-oriented features. We offer in-person and virtual wellness programming at most properties, and we have a goal to achieve Fitwel certification for at least 50% of our in-service office portfolio by 2030. More about our commitment to health and wellness can be found in Hudson Pacific’s Corporate Responsibility Report.

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2023 HEALTHY ACHIEVEMENTS

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All operating office and studio properties use MERV-13+ filters, among other COVID-safe procedures

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95% of our in-service office portfolio is served by bike storage, showers and/or lockers

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72% of our in-service office portfolio has on-site fitness amenities and/or a mobile app that promotes health and wellness through virtual fitness classes, mindfulness training, cooking sessions, and more

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43% of our in-service office portfolio is Fitwel certified

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EQUITABLE

We seek to create and cultivate communities that champion diversity, equity and inclusion (DEI) and afford opportunity for everyone to succeed. We strive to promote an inclusive corporate culture and advance equity across recruiting, hiring and human capital development processes. We support key groups aiming to diversify the real estate and production service talent pipelines, and our supplier diversity program includes a commitment to increase the use of diverse and/or local contractors on-site at all redevelopments to 15% by 2025. We donate at least 1% of net earnings to charitable causes annually and have an active employee volunteering program to ensure we give back to our communities. More about the work we are doing to advance equity internally and in our communities can be found in Hudson Pacific’s Corporate Responsibility Report.

2023 EQUITABLE ACHIEVEMENTS

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100% of employees received training on key business topics such as healthy and safety and/or DEI

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Deepened collaboration with Ghetto Film School to help traditionally under-represented youth enter the production business

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Continuation of our commitment to invest $20 million in innovative homelessness and housing solutions

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Over $800,000 in charitable giving

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Over 2,400 hours of employee volunteering

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REPRESENTATION AT THE COMPANY(1)

We embrace and value diversity in all its forms, whether gender, age, race, ethnicity, or cultural background, as we recognize that perspectives from a variety of backgrounds will strengthen performance and promote long-term stockholder value. We are proud that our employee base represents a broad cross-section of racial and ethnic backgrounds that reflects the diverse talent available in our markets. Like many organizations, our management (Director and above) and senior management (SVP and above) teams have lower rates of traditionally under-represented groups, but one of the goals of our internal DEI program is to continue our investments in leadership development, mentorship experience, succession planning and innovative recruitment and engagement initiatives aimed at ensuring our commitment to employee diversity and equitable representation extends to all levels of the organization.

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All Employees

MANAGEMENT (DIRECTOR & ABOVE)

Senior Management (SVP & Above)

(1)

Representation data based on employee population as of 12/31/23.

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LINKING EXECUTIVE PAY TO ESG PERFORMANCE

We strive to build sustainable, healthy and equitable communities through a combination of innovative real estate solutions, meaningful cross-sector partnerships, and exemplary ESG performance. Our commitment to ESG performance is illustrated by the inclusion of ESG metrics in our short-term incentive program, including:

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An objective assessment of performance on our ESG priorities through a balanced scorecard approach

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Alignment and recognition by key third parties as it relates to our ESG standards and related accomplishments

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Measurable progress towards our key long-term ESG goals including key targets related to our sustainability and social impact

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For more information, see page 41.

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VOTING INFORMATION

MATTERS TO BE VOTED ON AT OUR 2023 ANNUAL MEETING

VOTE REQUIRED TO APPROVE AN ITEM OF BUSINESS

To be elected as a director (Proposal No. 1), a nominee must receive the affirmative vote of a majority of all the votes cast “for” and “against” the election of such nominee in the election of directors.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 2) and to adopt the resolution regarding the advisory approval of executive compensation (Proposal No. 3), the affirmative vote of a majority of the votes cast on the proposal is required.

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HOW TO VOTE

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

At the Annual Meeting, our stockholders will be entitled to elect 10 directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. The Board has nominated Victor J. Coleman, Theodore R. Antenucci, Ebs Burnough, Jonathan M. Glaser, Robert L. Harris II, Christy Haubegger, Mark D. Linehan, Michael Nash, Barry A. Sholem and Andrea Wong for election as directors. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and ethnicity. The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee of the Board, or the Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, ability to make independent and analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Hudson Pacific Properties, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires and his or her successor is elected and qualifies.

Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable or declines to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.

MEMBERS OF THE BOARD OF DIRECTORS

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Chief Executive Officer and Chairman of our Board

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Independent within the meaning of applicable NYSE listing standards and SEC rules

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   Committee member

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PROFILE OF NOMINEES

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DIRECTOR NOMINEE SKILLS AND EXPERIENCE

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Media, Tech or Real Estate Industry Experience

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Los Angeles, Silicon Valley, San Francisco, Seattle, New York, Vancouver or London/UK Market Experience

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Finance or Accounting Expertise

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DIRECTOR BIOGRAPHICAL INFORMATION

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PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2024. During 2023, Ernst & Young LLP served as our independent registered public accounting firm and reported on our consolidated financial statements for that year.

We expect that representatives of Ernst & Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of another independent registered accounting firm. The Audit Committee may terminate Ernst & Young LLP’s engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.

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PROPOSAL NO. 3—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY VOTE”)

BACKGROUND

As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement. Our Board has decided that we will hold an annual advisory vote to approve the compensation of our NEOs, or Say-on-Pay Proposal, in light of the fact that a substantial majority of the votes cast at our annual stockholders’ meeting held in May 2023 were voted in favor of holding an annual advisory vote.

We have always believed that our executive compensation program emphasizes pay-for-performance and aligns our executives’ interests with those of our stockholders. A significant portion of our executives’ cash compensation is variable, at risk and tied to the short-term success of the Company. In addition, our long-term equity award program has been and continues to be a substantial component of our executive compensation program, and annual time- vesting and multi-year performance awards motivate our executives to lead the Company to achieve long-term financial goals that are expected to result in increased stockholder value.

We believe that our executive compensation program is designed to enable us to attract, motivate and retain executive talent who are critical to our success. In addition, our executive compensation program is intended to link significant components of our program to the achievement of corporate and individual performance objectives in order to focus our executives’ efforts on building stockholder value, thereby aligning their interests with those of our stockholders.

We encourage our stockholders to review the “Compensation Discussion & Analysis” section as well as tabular and other disclosures in this Proxy Statement for more information.

RECOMMENDATION

As an advisory approval, this proposal is not binding upon us or our Board. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs. Accordingly, the following resolution will be submitted for stockholder approval at the 2024 Annual Meeting of Stockholders:

“RESOLVED, that the stockholders of Hudson Pacific Properties, Inc. approve, on an advisory basis, the 2023 compensation of Hudson Pacific Properties, Inc.’s Named Executive Officers as described in the Compensation Discussion & Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Hudson Pacific Properties, Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders.”

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CORPORATE GOVERNANCE

BOARD LEADERSHIP AND STRUCTURE

Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our Board understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may differ depending on the size, industry, operations, history and culture of a company.

Our Board currently believes that our existing leadership structure—under which our Chief Executive Officer serves as Chairman of the Board and the Lead Independent Director assumes specific responsibilities on behalf of the independent directors—is effective, provides the appropriate balance of authority between those who oversee the Company and those who manage it on a day-to-day basis, and achieves the optimal governance model for us and for our stockholders. Mr. Coleman’s knowledge of the issues, opportunities and risks facing us, our business and our industry renders him best positioned among our directors to fulfill the Chairman’s responsibility to develop agendas that focus the time and attention of our Board on the most critical matters. Effective March 2, 2023, the independent members of our Board selected Mr. Antenucci to serve as Lead Independent Director, whose specific responsibilities include presiding over portions of regularly scheduled meetings at which only our independent directors are present, serving as a liaison between the Chairman and the independent directors, and performing such additional duties as our Board may otherwise determine and delegate.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

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Our Board is not staggered, with each of our directors subject to election annually;

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Of the ten persons who currently serve on our Board, our Board has determined that 9, or 90%, of our directors satisfy the independence standards of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

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At least one of our directors qualifies as an “Audit Committee Financial Expert” under applicable SEC rules and all committee members are independent under applicable NYSE and SEC rules for committee membership;

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Our Bylaws provide that our directors are elected by a majority voting standard in uncontested elections of directors;

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Our stockholders have the power to amend our Bylaws without the concurrence of our Board;

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We have opted out of the control share acquisition statute in the Maryland General Corporation Law, or the MGCL, and have exempted from the business combination provisions of the MGCL any business combination that is first approved by our Board, including a majority of our disinterested directors;

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We do not have a stockholder rights plan;

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We prohibit executives and directors from pledging or hedging our securities; and

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We maintain stock ownership guidelines pursuant to which our NEOs are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary; currently all of our NEOs have met their ownership guidelines.

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Our Governance Committee regularly reviews our corporate governance posture in light of evolving trends in governance and stockholder rights, and makes recommendations to our Board.

Our directors stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

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ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from three of its standing committees, the Audit Committee, the Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken and overseeing the management of the Company’s financial risks and information technology risks, including cybersecurity and data privacy risks. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Governance Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

Our non-management directors meet without management present each time the full Board convenes for a regularly scheduled meeting. If the Board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. Mr. Antenucci, our Lead Independent Director, presides over executive sessions of the Board.

BOARD MEETINGS AND ATTENDANCE

The Board held four regularly scheduled and special meetings and acted by unanimous consent on six occasions during 2023 to review significant developments, engage in strategic planning and act on matters requiring Board approval. All of our incumbent directors attended or participated in 75 percent of the Board meetings, and the meetings of committees on which he or she served, during the period that he or she served in 2023. Ms. Brodkin did not attend two Governance Committee meetings and resigned from the Board as of November 8, 2023.

While the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, the Board strongly encourages all directors to make attendance at all annual meetings of stockholders a priority. All of our directors attended our 2023 annual meeting of stockholders.

BOARD COMMITTEES

Our Board has established five standing committees: an Audit Committee, a Compensation Committee, a Governance Committee, an Investment Committee and a Sustainability Committee. The principal functions of each committee are briefly described below. We comply with the listing requirements of the NYSE, as amended or modified from time to time, and applicable SEC rules with respect to each of these committees. Each of the Audit, Compensation, Governance and Investment committees consists exclusively of independent directors. Our Board may from time to time establish other committees to facilitate the management of our Company.

The Audit Committee, Compensation Committee and Governance Committee charters are available on the Corporate Governance page of the Investors section on our Website at www.HudsonPacificProperties.com.

AUDIT COMMITTEE

Our Audit Committee consists of three of our independent directors. We have determined that the Chairperson of our Audit Committee qualifies as an “Audit Committee Financial Expert” as that term is defined by the applicable SEC rules and NYSE corporate governance listing standards. Our Board has determined that each of the Audit Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. The Audit Committee charter details the principal functions of the Audit Committee, including oversight related to:

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Our accounting and financial reporting processes;

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The integrity of our consolidated financial statements and financial reporting process;

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Our systems of disclosure controls and procedures and internal control over financial reporting;

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Our compliance with financial, legal and regulatory requirements;

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The evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

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The performance of our internal audit function; and

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Our overall risk profile, risk assessment and risk management, including overseeing the management of the Company’s financial risks and information technology risks, including cybersecurity and data privacy risks.

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The Audit Committee is also responsible for engaging our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in our annual Proxy Statement. Mr. Linehan is Chairperson, as well as our Audit Committee Financial Expert, and Messrs. Glaser and Nash are members of the Audit Committee. Mr. Nash was appointed to the Audit Committee on January 1, 2024 to succeed Mr. Antenucci. During 2023, the Audit Committee met a total of four times.

Audit Committee Financial Experts

Our Board has determined that Mr. Linehan qualifies as an “Audit Committee Financial Expert,” as this term has been defined by the SEC in Item 407(d)(5)(ii) of Regulation S-K. Messrs. Linehan, Nash and Glaser were each determined by our Board to be “financially literate” in accordance with SEC rules, including based on their prior experience: Mr. Nash has a Bachelor of Science degree in Accounting and Finance and a master’s degree in Finance, and Mr. Glaser has extensive experience in financial oversight.

Our Board determined that Mr. Linehan qualifies as an “Audit Committee Financial Expert” as a result of the following relevant experience, which forms of experience are not listed in any order of importance and were not assigned any relative weights or values by our Board in making such determination:

•

Mr. Linehan received a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara;

​

•

Mr. Linehan is a Certified Public Accountant;

​

•

Mr. Linehan was previously employed by Kenneth Leventhal & Co. (now Ernst & Young LLP), a Los Angeles-based public accounting firm; and

​

•

Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993.

​

COMPENSATION COMMITTEE

The Compensation Committee consists of three of our independent directors. The Compensation Committee charter details the principal functions of the Compensation Committee, including:

•

Reviewing and approving, or recommending that the board of directors approve, the compensation of our Chief Executive Officer;

​

•

Reviewing and approving the compensation of all of our other executive officers;

​

•

Reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans;

​

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•

Reviewing and discussing annually with management our “Compensation Discussion and Analysis”, preparing the annual compensation committee report;

​

•

Reviewing and making recommendations to Board regarding non-employee director compensation; and

​

•

Administering our clawback policy; and

​

•

Overseeing executive officer succession planning, and human capital management and talent development.

​

The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee has delegated authority to our Chief Executive Officer to grant to certain employees’ equity awards under the Company’s Amended and Restated 2010 Incentive Award Plan, as may be amended from time to time, or the 2010 Plan. Mr. Harris is Chairperson and Ms. Haubegger and Mr. Burnough are members of the Compensation Committee. Mr. Harris was appointed to the Compensation Committee on November 8, 2023, to succeed Mr. Fried. During 2023, the Compensation Committee met four times, and acted by unanimous consent on six occasions.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our Governance Committee consists of three of our independent directors. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Governance Committee, including:

•

Identifying and recommending to the full Board qualified candidates for election as directors to fill vacancies on the Board and recommending nominees for election as directors at the annual meeting of stockholders;

​

•

Developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines;

​

•

Reviewing and making recommendations on matters involving the general operation of the Board, including Board size and composition, and committee composition and structure;

​

•

Recommending to the Board nominees for each committee of the Board;

​

•

Annually facilitating the assessment of the Board’s performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and

​

•

Overseeing the Board’s evaluation of the performance of management.

​

Ms. Wong is Chairperson and Mr. Sholem and Mr. Harris are members of the Governance Committee. Mr. Harris joined the Governance Committee on November 8, 2023 to succeed Ms. Brodkin following her resignation from the Board. During 2023, our Governance Committee held six meetings.

INVESTMENT COMMITTEE

Our Investment Committee consists of three of our independent directors. The Investment Committee is tasked with reviewing and recommending acquisition strategies to the full Board and approving the acquisition of certain assets with a purchase price above $150,000,000 and up to the dollar thresholds set by the Board. The Investment Committee may also review and make recommendations to the full Board on acquisition and investment transactions that exceed the Investment Committee’s approval authority. Messrs. Antenucci, Nash, and Linehan are members of the Investment Committee. Mr. Nash was appointed to the Investment Committee on January 1, 2024 to succeed Mr. Fried. During 2023, our Investment Committee held one meeting.

SUSTAINABILITY COMMITTEE

Our Sustainability Committee is responsible for providing oversight and strategic direction for our corporate responsibility program and advises our SVP, Innovation, Sustainability and Social Impact on key initiatives and goals. Ms. Haubegger is Chairperson and Messrs. Coleman and Sholem are members of the Sustainability Committee. Mr. Sholem was appointed to the Sustainability Committee on November 8, 2023 to succeed Ms. Brodkin following her resignation from the Board.

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During 2023, our Sustainability Committee held two meetings.

AMENDMENTS TO OUR CHARTER

Amendments to our charter generally require the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. The affirmative vote of holders of shares entitled to cast at least two-thirds of votes entitled to be cast on a matter is required only to amend the provisions of our charter specifying the vote required to remove a director or to amend this voting requirement.

STOCKHOLDERS’ POWER TO AMEND BYLAWS

Our Bylaws permit our stockholders to amend our Bylaws, without the concurrence of the Board, other than the provisions requiring indemnification of our directors and officers and the provisions governing amendments to the Bylaws, by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company, pursuant to a binding proposal submitted by a stockholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Exchange Act, for the periods and as of the dates specified therein, upon notice given in accordance with the Company’s Bylaws.

DIRECTOR COMPENSATION

Our Board has approved a compensation program for our non-employee directors, or the Director Compensation Program, which governed our 2023 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.

2023 DIRECTOR COMPENSATION PROGRAM

The 2023 Director Compensation Program consists of the components listed below:

​

(1)

Paid in quarterly installments in arrears.

​

(2)

Valued on the date of grant and vests in three equal installments.

​

In 2023, non-employee directors were permitted to elect to receive up to 100% of their annual and/or committee cash retainers in a combination of cash and/or in the form of fully vested shares or fully vested LTIP Units payable on a current or deferred basis. We also reimburse each of our non-employee directors for travel expenses incurred in connection with attendance at full Board and committee meetings.

In accordance with our 2010 Plan, the maximum aggregate value of cash compensation and equity-based awards granted to any non-employee director during any calendar year is $500,000.

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Ownership Guidelines

We have stock ownership guidelines for our non-employee directors, which require them to hold a number of shares of Company stock having a market value equal to or greater than four times their annual cash retainer. Non- employee directors who are newly subject to the guidelines have until four years from the commencement of his

or her election to the Board or from the date on which such director is deemed independent to comply with the guidelines. All of our directors are in compliance with these guidelines.

2023 NON-EMPLOYEE DIRECTOR COMPENSATION

The following table provides additional detail regarding the 2023 compensation of our non-employee directors:

​

(1)

Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2023 and did not receive compensation for his services as a director. All compensation paid to Mr. Coleman for the services he provided to us in 2023 is reflected in the Summary Compensation Table.

​

(2)

Reflects cash retainer fees actually paid in 2023.

​

(3)

With the exception of Mr. Fried, each non-employee director serving on our Board on May 25, 2023, the date of our 2023 Annual Meeting of Stockholders, received a grant of RSUs valued at $120,000 on the grant date, with the number of shares determined by dividing $120,000 by the closing price of our common stock on the grant date. Upon Mr. Harris rejoining the Board in November 2023, he received a grant of 12,523 RSUs, representing a prorated portion of the annual RSU award granted to our non-employee directors on the date of our 2023 Annual Meeting of Stockholders. Each RSU award will vest, and the restrictions thereon will lapse, in three equal annual installments on each of the first three anniversaries of May 25, 2023, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of RSU awards granted with respect to services performed in 2023 computed in accordance with ASC Topic 718, Compensation—Stock Compensation, or ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to directors in Notes 2 and 13 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 16, 2024. As of December 31, 2023, Messrs. Antenucci, Glaser, and Linehan, and Mses. Haubegger and Wong each held 32,193 RSUs, Mr. Burnough held 31,319 RSUs, Mr. Harris held 12,523 RSUs, and Mr. Sholem held 29,146 RSUs. Mr. Antenucci elected to receive 100% of his annual and committee cash retainers in fully vested LTIP Units having an equal value (as of the grant date) to the amount otherwise payable in cash.

​

(4)

Mr. Antenucci elected to receive 100% of his annual and committee cash retainers in fully vested LTIP Units having an equal value (as of the grant date) to the amount otherwise payable in cash.

​

(5)

Ms. Brodkin resigned from our Board on November 8, 2023. Concurrent with Ms. Brodkin’s resignation, our Board voted to appoint Mr. Harris as her successor.

​

(6)

Mr. Fried resigned from our Board on December 31, 2023. Concurrent with Mr. Fried’s resignation, our Board voted to appoint Mr. Nash as his successor.

​

In March 2023, Mr. Fried voluntarily elected to forego his annual director compensation. Since then, he has not received any compensation for his service on our Board. Amount represents cash retainer fees paid to Mr. Fried for services through March 2023.

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(7)

Mr. Harris resigned from our Board on March 13, 2023 and rejoined the Board on November 8, 2023 upon Ms. Brodkin’s resignation.

​

(8)

Mr. Sholem was appointed to our Board on March 13, 2023.

​

NOMINATION PROCESS FOR DIRECTOR CANDIDATES

The Governance Committee is, among other things, responsible for identifying and evaluating potential candidates and recommending candidates to the Board for nomination. The Governance Committee is governed by a written charter, a copy of which is published on the Corporate Governance page of the Investors section of our Website at www.HudsonPacificProperties.com.

The Governance Committee regularly reviews the composition of the Board and whether the addition of directors with particular experiences, skills, or characteristics would make the Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills, or characteristics would make the Board more effective, the Governance Committee initiates a search. As a part of the search process, the Governance Committee may consult with other directors and members of senior management, and may hire a search firm to assist in identifying and evaluating potential candidates.

When considering a candidate, the Governance Committee reviews the candidate’s experiences, skills and characteristics and perspectives including a diversity of viewpoint, background experience or other demographics. The Governance Committee also considers whether a potential candidate would otherwise qualify for membership on the Board, and whether the potential candidate would likely satisfy the independence requirements of the NYSE as described below.

Pursuant to our employment agreement with Mr. Coleman discussed below under “Compensation Discussion and Analysis—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table—​Employment Agreements,” we are required to nominate Mr. Coleman for election as a director during his employment term. Candidates are selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent, analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. Other factors include having members with various and relevant career experience and technical skills, and having a Board that is, as a whole, diverse. Where appropriate, we will conduct a criminal and background check on the candidate. In addition, at least a majority of the Board must be independent as determined by the Board under the guidelines of the NYSE listing standards, and at least one member of the Board should have the qualifications and skills necessary to be considered an “Audit Committee Financial Expert” under Section 407 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, as defined by the rules of the SEC.

All potential candidates are interviewed by our Chief Executive Officer and Chairman of the Board and our Governance Committee Chairperson, and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, the General Counsel conducts a review of the director questionnaire submitted by the candidate and, as appropriate, a background and reference check is conducted. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, or add an additional member, or recommends a slate of candidates to the Board for nomination for election as directors. The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

Stockholders may recommend candidates to our Board. Any recommendation should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. All recommendations for nomination received by the Corporate Secretary will be presented to the Governance Committee for its consideration. See “Communications with the Board” on page 27 for more information.

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CONSIDERATION OF BOARD DIVERSITY

The Company is committed to diversity and recognizes the benefits of having a diverse Board of Directors. We view increasing diversity at the Board level as essential to maintaining our competitive advantage and supporting the attainment of our strategic objectives. Not only does diversity promote the inclusion of different perspectives and ideas, and ensure that the Company has the opportunity to benefit from all available talent, but having a diverse Board also makes prudent business sense and makes for better corporate governance. We believe that a truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender, cultural and other distinctions between directors. These differences are considered in determining the optimum composition of our Board. All Board appointments are based on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. The Company’s Nominating and Corporate Governance Committee regularly reviews and assesses Board composition on behalf of the Board and recommends the appointment of new directors.

In early 2016, the Nominating and Corporate Governance Committee resolved to strengthen its commitment to diversity by seeking to identify qualified female candidates for appointment. Since then, three independent female directors were added to our Board (two of which remain on the Board), well in advance of state law requirements regarding female representation. In addition, the Company is striving to achieve other types of diversity, namely of underrepresented communities; we currently have three directors who fall into this category, positioning Hudson Pacific ahead of most of its peers in diversity on boards.

The Company will continue to ensure that its commitment to diversity is effectively implemented by annually reviewing and assessing the size, composition and operation of the Board, annually considering the recommendation of candidates for appointment or nomination to the Board based upon an assessment of the independence, skills, qualifications and experience of potential candidates and, when required, engaging qualified external advisors to assist the Board of Directors in conducting a search for candidates who meet the Board’s skills and diversity criteria. The Board will routinely assess whether the Board is composed of appropriately qualified members with a broad range of expertise relevant to the Company’s business.

COMMUNICATIONS WITH THE BOARD

The Board welcomes communications from stockholders. Stockholders and other interested parties may write to the entire Board or any of its members at Hudson Pacific Properties, Inc., c/o Kay L. Tidwell, Executive Vice President, General Counsel, Chief Risk Officer and Secretary, 11601 Wilshire Blvd., Ninth Floor, Los Angeles, California 90025. Stockholders and other interested parties also may e-mail the Chairperson, the entire Board or any of its members c/o [email protected]. The Board may not be able to respond to all stockholder inquiries directly. Therefore, the Board has developed a process to assist it with managing inquiries.

The General Counsel will perform a legal review in the normal discharge of her duties to ensure that communications forwarded to the Chairperson, the Board or any of its members preserve the integrity of the process. While the Board oversees management, it does not participate in day-to-day management functions or business operations, and is not normally in the best position to respond to inquiries with respect to those matters. For example, items that are unrelated to the responsibilities of the Board such as spam, junk mail and mass mailings, ordinary course disputes over fees or services, personal employee complaints, business inquiries, new product or service suggestions, résumés and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Chairperson or any other director. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Chairperson or any other director and will not be retained.

Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year and made available to the Chairperson and any other independent director on request. The independent directors grant the General Counsel discretion to decide what correspondence will be shared with our management and specifically instruct that any personal employee complaints be forwarded to our Human Resources Department. If a response on behalf of the Board is appropriate, management gathers any information and documentation necessary for answering the inquiry and provide the information and documentation as well as a proposed response to the appropriate directors. We also may attempt to communicate with the stockholder or interested party for any necessary

27

clarification. Our General Counsel (or her designee) reviews and approves responses on behalf of the Board in consultation with the applicable director, as appropriate.

Certain circumstances may require that the Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter. Nevertheless, the Board considers stockholder questions and comments important, and endeavors to respond promptly and appropriately.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board established a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:

•

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

​

•

Full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

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•

Compliance with applicable governmental laws, rules and regulations;

​

•

Prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons identified in the Code of Business Conduct and Ethics; and

​

•

Accountability for adherence to the Code of Business Conduct and Ethics.

​

Any waiver of the Code of Business Conduct and Ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

The Audit Committee, Compensation Committee and Governance Committee charters, along with the Code of Business Conduct and Ethics and Corporate Governance Guidelines, are available on the Corporate Governance page of the Investors section of our Website at www.HudsonPacificProperties.com. In addition, these documents also are available in print to any stockholder who requests a copy from our Investor Relations Department at Hudson Pacific Properties, Inc., 11601 Wilshire Blvd., Ninth Floor, Los Angeles, California 90025, or by email at [email protected]. In accordance with the Corporate Governance Guidelines, the Board and each of the Compensation Committee, Audit Committee and Governance Committee conduct an annual performance self- assessment with the purpose of increasing effectiveness of the Board and its committees. The Company’s Website address provided above and elsewhere in this Proxy Statement is not intended to function as a hyperlink, and the information on the Company’s Website is not and should not be considered part of this Proxy Statement and is not incorporated by reference herein.

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AUDIT AND NON-AUDIT FEES

AUDIT COMMITTEE PRE-APPROVAL POLICY

The Audit Committee’s policy is to pre-approve all significant audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young LLP’s fees for the fiscal years ended December 31, 2023 and December 31, 2022 were as follows (in thousands):

​

(1)

2022 fees include certain out-of-scope fees that were agreed upon following the filing of the 2023 proxy, and therefore were not included in last year’s proxy.

​

A description of the types of services provided in each category is as follows:

Audit Fees—Includes fees for professional services provided in connection with the audit of the Company’s annual financial statements, review of the quarterly financial statements included in the Company’s quarterly reports on Form 10-Q and other professional services in connection with the Company’s registration statements, securities offerings and audits of financial statements of subsidiaries.

Audit-Related Fees—Includes fees for professional services provided in connection with assurance services on sustainability disclosures and due diligence for acquisitions.

Tax Fees—Includes recurring tax compliance (returns, E&P, etc.) and consultation on various items including cost segregation and transfer pricing.

All of the services performed by Ernst & Young LLP for the Company during 2023 were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy, and the Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.

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AUDIT COMMITTEE REPORT

The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

Although the Audit Committee of the Board of Directors (the “Audit Committee”) oversees our financial reporting process on behalf of the Board of Directors (the “Board”) of Hudson Pacific Properties, Inc., a Maryland corporation, consistent with the Audit Committee’s written charter, management has the primary responsibility for preparation of our consolidated financial statements in accordance with generally accepted accounting principles and the reporting process, including disclosure controls and procedures and the system of internal control over financial reporting. Our independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management.

The Audit Committee has reviewed and discussed with management and our independent registered public accounting firm, Ernst & Young LLP, our December 31, 2023 audited financial statements. Prior to the commencement of the audit, the Audit Committee discussed with our management and independent registered public accounting firm the overall scope and plans for the audit. Subsequent to the audit and each of the quarterly reviews, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the results of their examinations or reviews, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of specific judgments and the clarity of disclosures in the consolidated financial statements.

In addition, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under Auditing Standard 1301 (previously Auditing Standard No. 16), “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (PCAOB). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm its independence from us and considered the compatibility of non-audit services with its independence.

Based upon the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

Mark D. Linehan
Michael Nash
Jonathan M. Glaser

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EXECUTIVE OFFICERS

Hudson Pacific Properties, Inc.’s executive officers are as follows:

The following section sets forth certain background information regarding the executive officers of Hudson Pacific Properties, Inc., excluding Victor J. Coleman, who is described on page 13 under “Proposal No. 1—Election of Directors”:

Mark T. Lammas serves as the Company’s President and Treasurer, and has previously served as our Chief Operating Officer and Chief Financial Officer. Prior to the formation of our Company, Mr. Lammas was a consultant to our predecessor, Hudson Capital, LLC, from September 2009. Before that time, Mr. Lammas was a Senior Vice President (from 1998 to 2005), then Executive Vice President (from 2006 to 2009) of Maguire Properties, Inc. where he principally oversaw finance and other transactional matters, since first joining that company as its General Counsel in 1998, then assuming other senior executive responsibilities after Maguire Properties went public on the NYSE in 2003. During his tenure, Mr. Lammas directed that company’s major capital market transactions, including corporate and asset financings and common and preferred equity offerings, acted as its principal liaison with institutional partners, and was responsible for compliance with corporate financial covenants and the accuracy of all financial reports and public disclosures. Prior to joining Maguire Properties in 1998, Mr. Lammas was an attorney with Cox, Castle & Nicholson LLP, where he specialized in representing developers, institutional investors and pension funds in their acquisition, development, financing, investing, and entity structuring and restructuring activities. Mr. Lammas is a graduate of the Boalt Hall School of Law (University of California, Berkeley). He obtained his Bachelor of Arts degree from the University of California, Berkeley in Political Economies of Industrial Societies, graduating magna cum laude and Phi Beta Kappa.

Harout Diramerian joined our Company in July of 2010 and serves as our Chief Financial Officer. He previously served as Chief Accounting Officer. Prior to joining us, Mr. Diramerian was Vice President of Finance and Analysis at Thomas Properties Group, Inc., or TPG, where he was responsible for corporate level earnings and cash flow projections, net asset valuations, and corporate finance forecasting and analysis. Mr. Diramerian was instrumentally involved in all equity offerings at TPG, including its initial public offering, secondary offering, private placements and an at-the-market equity offering. When he started at TPG in 2003, his primary focus was managing the joint venture relationships and leading the related financial reporting efforts. In addition, Mr. Diramerian was also involved with leading the budgeting and forecasting processes as well as tracking and analyzing property performance. Prior to joining TPG, Mr. Diramerian spent a total of eight years in real estate practice groups, first at Nanas, Stern, Biers, Neinstein and Co. LLP, then at Arthur Andersen LLP, and lastly at KPMG LLP, where he was a manager. Mr. Diramerian is a graduate of the University of California, Santa Barbara, and holds a Bachelor of Arts degree in Business Economics with an emphasis in accounting.

Arthur X. Suazo, joined our Company in July of 2010 and serves as our Executive Vice President, Leasing. Prior to his current role, Mr. Suazo served as Director of Brokerage Services for Cushman & Wakefield from 2008 and served as Senior Portfolio Leasing Manager for Arden Realty from 1997 to 2006. He formerly served on the board of directors for CareAmerica Federal Credit Union as well as the Collegiate Search Youth Foundation. Mr. Suazo earned his Bachelor of Arts in Business and Healthcare Management from California State University, Northridge.

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Steven Jaffe joined our Company in August of 2015 and serves as our Executive Vice President, Business Affairs. He previously served as our Chief Risk Officer. Prior to joining us, he served as Chief Investment Officer and Principal of BH Properties, a private real estate investment company, where he focused on acquisitions, dispositions and the marketing of the company. During his tenure at BH Properties, he also served as Executive Vice President and General Counsel. Prior to joining BH Properties, he served as General Counsel at the real estate investment trust Alexander Haagen Properties/Center Trust. Previously, he worked at the law firms of Russ August and Kabat and Pircher, Nichols and Meeks LLP. Mr. Jaffe earned his Bachelor of Arts in English from the University of California, Berkeley and his Juris Doctor from the University of California College of the Law, San Francisco.

Kay L. Tidwell joined our Company in 2010 and serves as Executive Vice President, General Counsel and Chief Risk Officer. She is responsible for the Company’s corporate legal function, overseeing corporate governance matters, SEC and NYSE compliance, insurance and litigation, as well as managing outside counsel. Prior to joining us, Ms. Tidwell was an attorney with the global law firm of Latham & Watkins LLP, where she began her legal career in the Los Angeles office, advising on a wide variety of corporate and securities matters, including our IPO. She also worked as the U.S. associate in the German offices of Latham & Watkins, and has worked in the legal department of Deutsche Bank in Germany and served as a U.S. legal advisor to the German Federal Ministry of Justice as a Robert Bosch Foundation Fellow. She is a member of the Women’s Leadership Council in Los Angeles and has served as the Chairperson of the Nareit Corporate Governance Council. Ms. Tidwell serves on the board of RF Industries, Ltd (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, and is a member of its compensation committee and chair of its nominating and corporate governance committee. She also serves on the board of Elemental Music, a non-profit providing after school music ensembles for elementary, middle and high school students. Ms. Tidwell received a Bachelor of Arts degree in English, magna cum laude, from Yale College and a Juris Doctor degree from Yale Law School.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the principles underlying the material components of our executive compensation program for our executive officers who are named in the “Summary Compensation Table” below and the factors relevant to an analysis of the compensatory policies and decisions. Our NEOs and their positions during 2023 were:

•

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; and

​

•

Kay L. Tidwell, Executive Vice President, General Counsel, Chief Risk Officer and Secretary.

​

EXECUTIVE SUMMARY

2023 presented a challenging operating environment for our studio properties due to the studio-related union strikes. In May, the Writers Guild of America (WGA) elected to strike, derailing the production cycle for hundreds of domestically produced film and television shows. This strike was further expanded for the first time since the 1960s to include the Screen Actors Guild—American Federation of Television and Radio Artists (SAG-AFTRA). The WGA and SAG-AFTRA strikes ended when the unions ratified their agreements with the Alliance of Motion Picture and Television Producers (AMPTP) in October and December respectively.

We worked diligently to position the Company optimally as we continued to navigate an unprecedented confluence of an unfavorable macroeconomic environment, the lingering impacts of remote work, and the historic and prolonged studio-related union strike. Our management team focused on the controllable aspects of our business this year, which included effectively managing our office properties and expense and debt management.

Our executive compensation program is designed to directly motivate and reward management for delivering market-leading operating and financial results that lead to long-term value creation for our stockholders. We continue to focus on employing a best-in-class executive compensation program that maintains a strong link between our NEOs’ compensation and the Company’s performance. In 2023, we remained committed to a pay-for-performance structure that incorporates rigorous financial and operational goals while also being sensitive to the impact of the studio-related strikes on our financial results and stockholder returns.

BUSINESS AND PERFORMANCE

Key financial and operating performance highlights for the year ended December 31, 2023 include:

•

Executed on 266 new and renewal leases totaling 1.7 million square feet

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•

Progressed Sunset Glenoaks, a seven-stage, 241,000-square-foot studio in Los Angeles and Washington 1000, a 546,000-square-foot office development in Seattle, the latter of which we delivered in the first quarter of 2024

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Entered into a joint venture (owned 49.9%/25.6%/24.5% Vornado/Hudson Pacific/Blackstone) to develop and operate Sunset Pier 94, Manhattan’s first purpose-built studio, set to deliver year-end 2025

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•

Completed $1.1 billion of asset sales (before prorations and closing costs)

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Sold Skyway Landing, a 246,997-square-foot office property in Redwood Shores, California for $102.0 million

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Sold 3401 Exposition, a 63,376-square-foot office property in West Los Angeles, California, for $40.0 million

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Sold 604 Arizona, a 44,260-square-foot office property in Santa Monica, California, for $32.5 million

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Sold Cloud10, a 5.3-acre land parcel in North San Jose, California, for $43.5 million

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Sold 100% of two tranches and 49% of a third tranche of debt associated with the Hollywood Media Portfolio, generating gross proceeds of $145.8 million

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Sold One Westside and Westside Two, a 686,725-square-foot office redevelopment in West Los Angeles, California (owned 75/25% Hudson Pacific/Macerich) for $700.0 million

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Fortified our balance sheet, including increasing our liquidity, improving our share of net debt to undepreciated book value to 36.5% and addressing our maturities until November 2025 by:

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Applying net proceeds from the aforementioned asset sales to repay both secured and unsecured debt

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Refinancing Bentall Centre owned in partnership with Blackstone with a $482.2 million mortgage loan, extending its maturity until July 2027 (including extension options)

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Amending our credit facility to favorably adjust certain definitions and covenant calculations with lender commitments reduced by $100.0 million to $900.0 million

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Ending the year with $808.4 million of total liquidity comprised of $100.4 million of unrestricted cash and cash equivalents and $708.0 million of undrawn capacity under the unsecured revolving credit facility (excludes construction loan availability)

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Maintained a quarterly dividend on our 4.750% Series C cumulative preferred stock of $0.296875 per share, equivalent to an annual rate of $1.18750 per share

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Issued 2022 Corporate Responsibility Report in May 2023, detailing our accomplishments and recognitions throughout the year:

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Named a GRESB Office, Americas Sector Leader for a third consecutive year, and earned Green Star and 5-Star ratings for a fifth consecutive year

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Awarded Nareit’s Leader in the Light: Office Award for a second consecutive year

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Named an ENERGY STAR Partner of the Year for a fifth consecutive year

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Named one of Newsweek’s America’s Most Responsible Companies for a second consecutive year

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Recognized by S&P Global’s Sustainability Yearbook for a second consecutive year

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Included in the Bloomberg Gender-Equality Index

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2023 EXECUTIVE COMPENSATION HIGHLIGHTS

In light of the extraordinary circumstances confronting our business due to the historic and prolonged studio-related strikes and the continued headwinds for the office real estate market, several aspects of our 2023 executive compensation program were impacted:

•

2023 Cash Bonus Goals. The continued uncertainties in the Company’s studio business arising from the unpredictability of the WGA and SAG-AFTRA strikes rendered it impracticable for the Company to establish credible financial goals for the full business. For that reason, the Committee decided to not incorporate a funds from operations (FFO) metric in our 2023 bonus program. The Committee instead used relative office same-store cash net operating income (NOI) growth and relative office same-store occupied percentage, which are cash bonus financial goals based on the controllable financial results of our office business that encompass the majority of our portfolio. The Committee also included ESG goals and continued to base 80% of the payout on pre-established corporate performance goals.

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•

Voluntary Agreement to Reduce 2023 LTI Values by 25%. Due to the challenging market conditions, our NEOs voluntarily agreed to not receive relative TSR-based Performance Units granted in 2023, which would have represented 50% of their target Performance Units under the original LTI design (and 25% of their overall 2023 annual long-term equity incentives inclusive of the time-based LTIP Units). The NEOs’ decision to eliminate these awards from the original design was due to G&A sensitivity and dilution management.

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•

2023 Performance Unit Awards. In response to the voluntary elimination of the relative TSR-based Performance Units, the Committee added a relative TSR modifier to the 2023 operational-based Performance Units, which may reduce payouts by up to 40%, to keep management’s interests aligned with the experience of stockholders. In addition, the Committee also added a debt metric to the 2023 operational-based Performance Units as a key metric for managing the difficult economic climate.

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Executive Pay and Financial-TSR Alignment

Consistent with intended plan design, our TSR performance has a meaningful and direct impact on the compensation earned by our NEOs. Our relative TSR and financial performance has a meaningful effect on payouts under our Performance Unit program. To the extent that we do not achieve strong relative returns, payouts are materially impacted. Additionally, performance-based and time-based equity awards granted to our NEOs have a two- to three-year, respectively, mandatory post-vest holding period, thereby further aligning our executives to the same stock price fluctuations as our stockholders over a long-term horizon. 2023 alignment between compensation and our financial and TSR performance is highlighted below:

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No Payout Earned Under the 2021 Relative TSR Performance Units. Our 2021 Performance Unit program completed its three-year performance period on December 31, 2023 and earned 0% under the relative TSR component.

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40% Reduction to the 2021 Operational Performance Units. Potential payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance.

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50% Voluntary Reduction to 2023 Performance Units. Our NEOs voluntarily agreed to not receive relative TSR-based Performance Units, which represented 50% of their target Performance Unit value under the original LTI design (and 25% of their overall 2023 annual long-term equity incentives inclusive of their time-based LTIP Units). This resulted in an automatic decrease of 2023 target compensation equal to $2,000,000 for our CEO and $250,000 to $875,000 for our other NEOs.

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•

No Target Pay Increases. For the past two years, the Compensation Committee has approved no increases to pay opportunities for any of our NEOs. The increase in the NEO’s 2023 total compensation as reported in the Summary Compensation Table, as compared to 2022 is solely a result of a change in the timing of our annual time-based LTIP Unit awards from year-end to January of the following year. As disclosed in last year’s proxy, the 2022 annual LTIP Unit awards were granted in January 2023 (rather than December 2022) and so in accordance with SEC rules were reportable as 2023 compensation and no time-based LTIP Units were reportable in 2022.

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Direct Impact of TSR on CEO Compensation

As noted above, our 2021 Performance Unit program completed its three-year performance period on December 31, 2023. It earned 0% under the relative TSR component and potential payouts under the operational component were reduced by 40%. The following illustrates the earned value of our CEO’s 2021 Performance Unit Award as of December 31, 2023, of which only 21% of the reported grant date value was actually earned at the conclusion of the three-year period (consistent with our pay-for-performance philosophy).

2021 Performance Unit Award

January 1, 2021—December 31, 2023

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(1)

Based on 61% earned target Performance Units based on the closing price of the Company’s common stock as of December 29, 2023 (the last trading day of the year) of $9.31. Earned units are subject to an additional two-year post vest holding period.

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(2)

Reflects the grant date fair value of our CEO’s 2021 Performance Unit Award as reported in our 2022 Proxy Statement .

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KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program utilizes a competitive pay-for-performance structure that is designed to:

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Attract and retain high-caliber executive officers;

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Reward the accomplishment of short-term financial and operational performance objectives and ensure that executive compensation is significantly tied to long-term stockholder returns; and

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Motivate strong performance results on both an absolute and relative basis.

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Our Compensation Committee continues to proactively monitor and review our compensation program in an effort to ensure that it reflects best practices and ties significant components of pay to performance. Over the years, the Compensation Committee has considered (i) relevant market pay practice at other office REITs, (ii) current best practice in plan design, and (iii) retention and succession planning.

Accordingly, we have implemented a pay-for-performance compensation structure that includes the following key elements:

Key Compensation Practices

The following highlights several key principles of our executive compensation program. We believe these practices reflect strong governance and serve the interests of our stockholders.

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Majority of executive compensation is at-risk, performance-based and tied to the achievement of financial and operational goals and stock price performance

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Appropriate balance between short-term and long-term incentive measures

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•

Formulaic cash bonus program based on a majority of objective corporate factors

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Performance awards include both rigorous TSR and operational performance goals

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Mandatory post-vest holding period of 3 years for our time-based equity awards and 2 years for any earned Performance Unit awards

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Transparency with our stockholders on our compensation program, decisions and practices

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Anti-hedging and anti-pledging policies

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Clawback policy that applies to our executive officers and requires our recoupment of erroneously-paid compensation in the event of a financial restatement

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Significant share ownership requirements, including 10x base salary for the CEO and 3x base salary for other NEOs

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Engagement of an independent compensation consultant to advise the Compensation Committee on executive compensation matters

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PAY MIX

The Compensation Committee is guided by the following principles in determining an appropriate compensation mix:

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Fixed cash compensation should represent the smallest component of executive officer compensation;

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The majority of executive officer compensation should be variable and heavily dependent upon the achievement of rigorous and objective performance requirements; and

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The majority of executive officer compensation should be in the form of equity-based incentives that provide direct alignment with our stockholders.

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Although the Compensation Committee does not target any particular peer group percentile when determining an appropriate compensation mix, the overall compensation structure should provide competitive compensation opportunities that will result in overall compensation at the higher-end of the peer range and that is attractive relative to compensation available at successful competitors if our performance exceeds expectations. Conversely, if the Company’s performance is below expectations and peer levels, it will result in overall compensation that is at the low end of the peer range and is less than those amounts paid at more successful competitors.

For 2023 performance, the intended total target direct compensation opportunity was allocated as follows (prior to the impact of voluntarily agreeing to not receive 50% of the 2023 Performance Units):

Following the NEOs voluntarily agreeing to not receive relative TSR Performance Units, the weighting of the performance LTIP units for the CEO and NEOs was reduced. The actual total direct compensation opportunity resulted in 23% (CEO) and 16% (Other NEOs) being in the form of performance LTIP Units and does not reflect our pay-for-performance philosophy, which is better represented by the above graphs.

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2023 SAY-ON-PAY VOTE

We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our NEOs (a “say-on-pay proposal”). At our 2023 annual meeting, approximately 97% of votes cast were voted in favor of our say-on-pay proposal, which we believe affirms our stockholders’ support of our approach to our executive compensation program. Our say-on-pay vote is currently held on an annual basis, consistent with the preference expressed by a majority of our stockholders.

The Compensation Committee will continue to consider the outcome of our say-on-pay proposals when making future compensation decisions for our NEOs.

EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

Objectives of Our Compensation Program

Our executive compensation philosophy is designed to accomplish the following objectives:

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To attract, retain and motivate a high-quality executive management team capable of creating long-term stockholder value;

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To provide compensation opportunities that are competitive with the prevailing market, are rooted in a pay-for-performance philosophy, and create a strong alignment of management and stockholder interests; and

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To achieve an appropriate balance between risk and reward in our compensation programs that does not incentivize unnecessary or excessive risk-taking.

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In order to achieve these objectives, we provide a comprehensive and market-based compensation program to the executive officers that includes both fixed and variable amounts, the components of which are described in more detail under “Elements of Executive Officer Compensation” on page 40.

How We Determine Executive Compensation

ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee determines compensation for our NEOs and consists of three independent directors. The purpose and responsibilities of the Compensation Committee include the following:

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Review and approve corporate goals and objectives relevant to the compensation of the officers of the Company and the CEO, as well as evaluate the CEO’s performance and determine and approve the CEO’s compensation level based on this evaluation;

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Review any market-based compensation data provided by its compensation consultant, as described in greater detail below;

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Make recommendations to the Board with respect to the compensation of non-employee directors;

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•

Work with its compensation consultant to implement compensation policies aligned with our executive compensation objectives; and

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Continue to consider additional factors that may be appropriate for inclusion in our long-term compensation philosophy.

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The Compensation Committee operates under a written charter adopted by our Board, a copy of which is available on our Website at www.HudsonPacificProperties.com. Information contained on our Website is not incorporated by reference into this Proxy Statement, and you should not consider information contained on our Website to be part of this Proxy Statement.

ENGAGEMENT OF COMPENSATION CONSULTANT

The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In 2023, the Compensation Committee engaged FPC to provide market-based compensation data and to advise on industry trends and best practices.

Other than advising the Compensation Committee as described above, FPC did not provide any services to the Company in 2023. Furthermore, our management team neither made the decision, nor recommended that the Compensation Committee decide, to engage FPC. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with FPC. The Compensation Committee has considered the independence of FPC, and each other adviser and outside legal counsel that provide advice to the Compensation Committee, consistent with the requirements of NYSE, and has determined that FPC and such other advisers are independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining FPC. The Compensation Committee intends to reassess the independence of its advisers at least annually.

ROLE OF MANAGEMENT AND THE CHIEF EXECUTIVE OFFICER

The CEO provides the Compensation Committee with input on individual performance of all of his direct reports. The other NEOs do not play a role in determining their own compensation, other than discussing their performance with our CEO and assisting in the identification of appropriate cash bonus goals. During 2023, the Compensation Committee held meetings both independently and with the participation of our CEO. The Compensation Committee’s compensation consultant also participated in select meetings, at the committee’s request.

How We Use Peer Group Data

Each year, the Company reviews the peer group to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPC prepared for the Compensation Committee a peer group using the following selection criteria:

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Office sector REITs that invest in Class “A” space in high barrier-to-entry markets;

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Select diversified REITs that own a large office portfolio; and

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Peer companies that generally range in size from approximately 0.5x to 2.5x of our implied equity market capitalization and total enterprise value while also being sensitive to peer group continuity and market fluctuations.

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In 2023, our peer group (the “Executive Compensation Peer Group”) had a median enterprise value(1) of $5.9B and implied equity market capitalization(1) of $2.8B, compared to Hudson Pacific Properties at $7.0B and $1.3B, respectively, and included the following companies:

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(1)

All financial data in $ millions per S&P Global Market Intelligence as of December 31, 2023.

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(2)

Howard Hughes Holdings, Inc. (HHC) was removed from the peer group based on the Compensation Committee’s assessment that (i) HHC was the largest peer in term of implied equity market capitalization, and (ii) while HHC owns and develops office properties, they are primarily engaged in mixed-use developments and master planned communities in regions that HPP does not currently operate in.

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The Compensation Committee uses the peer group data as one tool in assessing and determining pay for our NEOs. Peer group data is intended to provide the Compensation Committee with insight into the overall market pay levels, market trends, best governance practices and industry performance. The compensation analysis for the peer group provided an overview of typical compensation components (e.g., base salaries, annual bonuses and long-term equity incentives), as well as the range of compensation levels by position, in each case, generally found within the relevant peer group. The peer group compensation analysis prepared by FPC was used by the Compensation Committee for informational purposes only and to assess the competitiveness of each NEO’s overall compensation.

ELEMENTS OF EXECUTIVE OFFICER COMPENSATION

We design the principal components of our executive compensation program to achieve one or more of the principles and objectives described above. We view each component of our executive compensation program as related but distinct, and we regularly reassess the total compensation of our executive officers to ensure that our overall compensation objectives are met. Compensation of our NEOs consists of the following elements:

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Base salary;

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Annual performance-based cash bonuses;

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Time-vesting equity incentive compensation grants and multi-year equity-based performance equity award programs;

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Certain severance and change in control benefits; and

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Retirement, health and welfare benefits and certain limited perquisites and other personal benefits.

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Our compensation programs are designed to be flexible and complementary, and to collectively serve all of the executive compensation principles and objectives. In addition, the compensation levels of our NEOs reflect to a significant degree the varying roles and responsibilities of such executives.

The following is a discussion of the primary elements of 2023 compensation for each of our NEOs.

Base Salaries

Base salaries are approved and periodically reviewed by the Compensation Committee. We believe that these salary levels provide appropriate levels of fixed income based on the background, qualifications and skill set of each executive.

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•

No formulaic base salary increases are provided to our NEOs; however, the Compensation Committee may adjust base salaries in connection with its periodic review.

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While the Company does not target any particular peer group percentile for salaries (or any other compensation element), the Compensation Committee does factor peer group salaries into the overall decision-making process and determined these levels were appropriate in the context of each individual’s role, responsibility and performance.

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In December 2022, the Compensation Committee reviewed base salaries for the NEOs based on competitive market data, internal equity factors, individual performance, and individual roles and responsibilities. Based on this competitive review, the Compensation Committee determined to not increase base salaries for 2023. The following table sets forth the 2023 base salaries for each of our NEOs:

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Cash Bonuses

During 2023, our NEOs were eligible for annual cash bonus payments based in part upon:

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Achieving objective financial performance goals during the year, and

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The Compensation Committee’s review of other key corporate performance factors and each NEO’s individual performance.

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2023 Cash Bonus Opportunities

Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation dependent on Company and individual performance.

For 2023, the Compensation Committee reviewed our NEOs’ bonus opportunities and determined that it was appropriate to recalibrate the payouts at threshold and maximum to better align with the market and provide a consistent threshold payout equal to 60% of target and a maximum opportunity equal to 150% of target for each NEO. Target bonus opportunities for Messrs. Coleman, Lammas and Diramerian remained unchanged from 2022 levels.

The threshold, target and maximum percentages of base salary for 2023 were as follows:

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2023 Cash Bonus Scorecard

For 2023, we used a formulaic cash bonus program that is based primarily on the achievement of several objective Company performance criteria that incentivize management to focus on financial goals that are aligned with our annual operating budget and strategic goals for the year. The Compensation Committee’s goal setting process is multi-faceted. Each year, metrics and goals are established based on a thorough review of historical goals, industry expectations and internal priorities and budgeting. Target levels are intended to be both challenging and achievable while maximum levels are intended to represent stretch goals, which, if achieved, will result in performance at the top of our sector.

The following highlights the 2023 key considerations and changes:

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As a result of the material and uncertain impact of the studio-related strikes on our studio operations, the Committee decided to not incorporate the FFO goal used in 2022 in our 2023 bonus program and instead the metrics used to assess financial performance included the financial performance of our office portfolio unimpacted by the strikes;

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Continued to allocate 80% to pre-established corporate performance goals and 20% to other key performance factors assessed by the Compensation Committee (including the management of our studio business);

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Used relative metrics for the same store NOI and occupancy financial measures to ensure that the goals are challenging in light of the continued disruption to the office real estate market and that above target payouts shall only be earned if we outperform our peers; and

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Increased the rigor of the ESG goal by requiring the achievement of 15 ESG priorities to earn maximum payouts (vs. 13 in 2022).

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The 2023 cash bonus program included the following measures:

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(1)

Actual results for Relative Same-Store Cash NOI Growth and Relative Office Same-Store Occupied Percentage are inclusive of One Westside, which was sold on December 27, 2023.

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(2)

Refer to Appendix A for our definition of net operating income and a reconciliation from net income to same-store cash net operating income.

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The following reflects the accomplishment of 2023 ESG Priorities, which represents 20% of the cash bonus program, the possible points that can be earned under each goal, and the actual points earned for 2023. The achievement of 11 points results in a threshold payout, 13 points results in a target payout and 15+ points results in a maximum payout, with linear interpolation for in-between performance as follows:

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(1)

At the time 2023 cash bonus compensation was determined, full year data for 2023 was not yet available. Full year 2022 metrics were relied upon for the below elements.

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The 2023 cash bonus program also contained an element based on the Compensation Committee’s assessment of other key corporate performance factors and the executive’s individual performance. In determining whether each executive should receive a payout under this component, the Compensation Committee reviewed the Business and Performance elements outlined or pages 33-34, in addition to the following key performance factors:

2023 Cash Bonus Payouts

Based on achievements described above and in consideration of each NEO’s considerable efforts and individual achievements in 2023, the Compensation Committee awarded a payout at 110% of target under the discretionary component of the cash bonus program.

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The 2023 annual cash bonuses paid to our NEOs are as follows:

Pursuant to our executive deferral election program, Messrs. Coleman, Lammas, Diramerian, and Ms. Tidwell elected to receive 50%, 50%, 25%, and 20% of their 2023 annual cash bonus, respectively, in a number of fully vested LTIP Units determined based on the closing price of the Company’s common stock on the payment date.

Long-Term Equity Incentives

The goals of our long-term, equity-based awards are to incentivize and reward increases in long-term stockholder value and to align the interests of our NEOs with the interests of our stockholders.

Our long-term equity incentive program is bifurcated into two components as follows:

Annual LTIP Unit Awards

In January 2023, the Compensation Committee approved time-based awards of LTIP Units for our NEOs. These awards are designed to:

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Enable our executive officers to establish or enhance meaningful equity stakes in the Company and directly align the interests of our NEOs with those of our stockholders; and

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Enable us to deliver competitive compensation to the executive officers at levels sufficient to attract and retain top talent within the office REIT industry.

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In determining the dollar-denominated value of the LTIP Unit awards for our NEOs, the Compensation Committee analyzed:

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The Company’s financial and operational performance;

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The role and responsibilities of the individual;

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Individual performance history (which for NEOs other than our CEO included Mr. Coleman’s input); and

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Prevailing market practices based on market data provided by FPC with respect to our Executive Compensation Peer Group.

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Annual equity awards were not determined based on the attainment of any particular individual or Company-level performance goal(s) or the application of any benchmarking or formula(e). Instead, the Compensation Committee considered the peer group market data and our operational performance in determining the appropriate values. Based on this assessment, the Compensation Committee determined it was appropriate to keep each executive’s dollar-denominated value of the 2023 Annual LTIP Unit awards unchanged from amounts granted with respect to the 2022 Annual LTIP Unit awards (which were granted in December 2021 as described further below).

In 2022, the Compensation Committee determined that it would be appropriate to change the timing of the time-based equity awards from December each year to January of the following year (which is consistent with prevailing market practice). Accordingly, no time-based equity awards were granted in fiscal 2022 and instead the year-end 2022 Annual LTIP Unit awards were granted in January 2023. As a result of this timing change, the reported value

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in the “Stock Awards” column in the Summary Compensation Table increased from 2022 to 2023 but does not reflect an increase to the approved values of the 2023 Annual LTIP Unit awards for our NEOs.

The Annual LTIP Unit awards were as follows:

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(1)

Amounts reflect dollar-denominated values of LTIP unit awards. The grant date fair values, computed in accordance with ASC 718, are $3,255,912, $1,424,460, $508,733, $508,733, $406,985 and $406,985 for Messrs. Coleman, Lammas, Diramerian, Suazo, and Jaffe and Ms. Tidwell, respectively.

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(2)

Amounts reflect dollar-denominated values of LTIP unit awards. The grant date fair values, computed in accordance with ASC 718, are $3,264,191, $1,428,087, $510,025, $510,025, $408,016, and $408,016 for Messrs. Coleman, Lammas, Diramerian, Suazo, Jaffe and Ms. Tidwell, respectively.

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(3)

No time-based equity awards were granted during fiscal 2022 and instead the 2023 Annual LTIP Unit awards were granted in January 2023. The reported value in the “Stock Awards” column in the Summary Compensation Table increased from 2022 to 2023 and is a result of the changing in timing and not an increase to the approved dollar-denominated values of the annual LTIP Unit awards.

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These awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date, subject to the executive’s continued service through such vesting date and further subject to an additional mandatory holding period under which the NEOs cannot transfer vested units for an additional three years following the applicable vesting date. The LTIP Unit awards are subject to accelerated vesting upon certain terminations (as described below in the section entitled “Potential Payments Upon Termination or Change in Control”).

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Performance Unit Awards

Performance Unit awards are granted as Performance Units in our operating partnership. Under the Performance Unit program, a fixed number of Performance Units will be issued at the onset of the performance period and may be earned under a range of payouts based on stated goals. Below is a summary of the key terms of the 2023 Performance Unit awards:

The grant of the 2023 time-based Annual LTIP Unit Awards occurred before the national entertainment strikes and accordingly our NEOs voluntarily agreed to not receive a portion of the LTI value only applied to the 2023 Performance Units.

The Compensation Committee approved awards of Performance Units for 2023, that were issued based on the grant date fair value, as follows:

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