Hudson Pacific Properties : 2026 Annual Report Proxy
HPP
Published on 04/23/2026 at 08:24 pm EDT
| ABOUT HUDSON PACIFIC PROPERTIES
Hudson Pacific Properties, Inc. (NYSE:HPP) is a real estate investment trust serving dynamic tech and media tenants in global epicenters for these synergistic, converging and secular growth industries. Hudson Pacific's unique and high-barrier tech and media focus leverages a full-service, end-to-end value creation platform forged through deep strategic relationships and niche expertise across identifying, acquiring, transforming and developing properties into world-class amenitized, collaborative and sustainable office and studio space.
As of 12/31/25. Represents 100% of consolidated and unconsolidated joint ventures for owned in-service, repositioning, and under construction office and studio assets.
Certain written and oral statements made or incorporated by reference from time to time by us or our representatives in this Proxy Statement, other filings or reports filed with the SEC, press releases, conferences, or otherwise, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, as amended, and Section 21E of the Exchange Act). In particular, statements relating to our liquidity and capital resources, portfolio performance and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including anticipated funds from operations, or FFO, market conditions and demographics) are forward-looking statements. We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any such forward-looking statements. We caution investors that any forward-looking statements presented in this Annual Report on Form 10-K, or that management may make orally or in writing from time to time, are based on management's beliefs and assumptions made by, and information currently available to, management. When used, the words "anticipate," "believe," "expect," "intend," "may," "might," "plan," "estimate," "project," "should," "will," "result" and similar expressions that do not relate solely to historical matters are intended to identify forward looking statements. Such statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise.
Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends.
DEAR FELLOW STOCKHOLDERS,
On behalf of the entire Board of Directors of Hudson Pacific Properties, we invite you to attend our Annual Meeting of Stockholders on Thursday, May 28, 2026 at 9:00 am (PDT). The meeting will be held at our headquarters, located at 11601 Wilshire Boulevard, Ninth Floor, Los Angeles, California 90025. The proxy statement and accompanying notice describe the matters to be voted on and why the Board believes they are in the best interests of stockholders. Please review these materials and vote as soon as possible, even if you plan to attend. Your proxy or voting instruction card includes information on how to vote your shares.
In 2025, Hudson Pacific undertook decisive actions to strengthen our financial position amid continued challenges across the office and studio sectors. We enhanced balance sheet flexibility and operating efficiency through a transformative equity capital raise, targeted asset sales, and meaningful cost reductions. These actions reduced net debt, increased liquidity, and streamlined our cost structure to better align with current market conditions. At the same time, we delivered our strongest leasing performance since 2019 and advanced key initiatives within our studio platform. While market conditions remain dynamic, we believe these steps represent an important inflection point and position Hudson Pacific to navigate the near term and drive long-term value creation.
Our Board of Directors remains committed to strong corporate governance and alignment with our stockholders. The Board and management work in close partnership to provide
"We believe the steps taken in 2025 represent an important inflection point and position Hudson Pacific to navigate the near term and drive long-term value creation."
effective oversight of strategy, risk, and performance. We value stockholder perspectives and appreciate feedback received over the past year through our engagement efforts. This
input has informed the Board's governance priorities and the Compensation Committee's decisions, and is reflected in enhancements to our executive compensation and governance disclosures in this year's proxy statement.
Over the past year, we continued to advance our Board refreshment efforts as part of our ongoing commitment to strong governance and alignment with our strategic priorities. This included further evolution of our Board composition, with the addition of new independent directors and the planned transition of several long-tenured members. We also extend our sincere appreciation to Michael Nash for his service and leadership, including his contributions as Audit Committee Chair, and thank him for his dedication to Hudson Pacific, as he will not stand for re-election at the 2026 Annual Meeting.
Thank you for your continued support of Hudson Pacific.
Sincerely,
Victor J. Coleman Chief Executive Officer & Chairman
Sincerely,
Robert L. Harris II
Lead Independent Director
| NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
LOGISTICS
Date and Time
Thursday, May 28, 2026
9:00 a.m. (PDT)
Place
11601 Wilshire Blvd, Ninth Floor Los Angeles, California 90025
Record Date
March 20, 2026
HOW TO VOTE
By Internet
https://www.investorvote.com/HPP
By Mail
Complete and sign the proxy card and return in the enclosed pre-paid envelope.
Phone
1-800-652-VOTE (8683)
In-Pers on
Please bring your admission ticket (attached to your proxy card or within the e-mail by which you received your proxy statement).
The election of 7 directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies
The advisory approval of the Company's executive compensation for the fiscal year ended December 31, 2025, as more fully disclosed in the accompanying Proxy Statement
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026
FOR
See page 7
FOR
See page 31
FOR
See page 67
PROPOSAL
IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2026
This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31,
2025 ("Annual Report") are available on the Internet at www.investorvote.com/HPP, which you can access by using the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. The materials are also available on the Inves tors section of our website at Investors.Huds onPacificProperties.com. References to websites in this proxy statement are provided for convenience only. Our website is for informational purposes only and the contents of our website or information connected thereto are not a part of this proxy statement and are not deemed incorporated by reference into this proxy statement or any other public filing made with the U.S. Securities and Exchange Commission.
We are not aware of any other matters that may properly be presented at the 2026 Annual Meeting. If any other matters are properly brought before the Annual Meeting or at any adjournment or postponement thereof, the proxy holders will vote on such matters in their discretion.
These proxy materials were first made available to stockholders on April 23, 2026. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares ahead of time. If your shares are held by a broker, bank or other nominee, please follow the instructions they
provide on how to vote your shares. Additional information can be found beginning on page 72 - "Questions and Answers About the Annual Meeting of Stockholders."
By Order of the Board of Directors,
Kay L. Tidwell
Executive Vice President,
General Counsel, Chief Risk Officer and Secretary
| TABLE OF CONTENTS
PROXY SUMMARY 1
2025 Performance Highlights 1
Board and Governance Highlights 2
Stockholder Engagement Highlights 4
Executive Compensation Highlights 5
SUSTAINABILITY AND HUMAN CAPITAL 6
PROPOSAL NO. 1-ELECTION OF DIRECTORS 7
Summary of Board Nominee Skills and Experience 8
Director Nominees 9
Consideration of Board Composition 13
Succession Planning 13
Nomination Process for Director Candidates 14
CORPORATE GOVERNANCE 15
Board Leadership and Structure 15
Board Committees 17
Board Meetings and Attendance 21
Risk Oversight 22
Governance Policies and Practices 23
Board Evaluations and Director Education 24
Communications with the Board of Directors 24
Additional Governance Matters 25
COMPENSATION OF DIRECTORS 26
Changes to the Director Compensation Program 26
Components of Director Compensation 26
Director Compensation Table 27
Director Stock Ownership Guidelines 27
EXECUTIVE OFFICERS 28
PROPOSAL NO. 2- ADVISORY APPROVAL OF EXECUTIVE COMPENSATION ("SAY-ON-PAY VOTE") 31
LETTER FROM OUR COMPENSATION
COMMITTEE 32
COMPENSATION DISCUSSION AND ANALYSIS 33
Named Executive Officers 33
2025 Company Performance: A Year of Focused
Action 34
2025 Say-On-Pay Outcome and Our Response 35
Executive Compensation Highlights 36
Compensation Perspectives 37
Executive Compensation Process 39
Key Elements of Executive Officer Compensation 41
Compensation Policies and Practices 48
Compensation Committee Report 50
EXECUTIVE COMPENSATION TABLES 51
Summary Compensation Table - 2023, 2024, and
2025 51
Grants of Plan-Based Awards in 2025 52
Outstanding Equity Awards at 2025 Fiscal Year-
End 53
2025 Option Exercises and Stock Vested 54
Summary Of Potential Payments Upon Termination
or Change In Control 55
Pay Versus Performance Table 59
CEO Pay Ratio 62
Equity Compensation Plan Information 63
COMPENSATION RISK ANALYSIS 64
PRINCIPAL AND MANAGEMENT
STOCKHOLDERS 65
PROPOSAL NO. 3-RATIFICATION AND SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 67
Principal Accountant Fees and Services 68
Audit Committee Report 69
OTHER MATTERS 70
Related-Party and Other Transactions Involving
Our Officers and Directors 70
Householding of Proxy Materials 70
Stockholder Proposals 71
Incorporation by Reference 71
QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING OF STOCKHOLDERS 72
APPENDIX A-RECONCILIATION OF NON-GAAP FINANCIAL MEASURES A-1
Funds from Operations A-1
HPP's Share of Net Debt to HPP's Share of Undepreciated Book Value A-4
GO GREEN!
To go paperless and receive electronic versions of the proxy statement and our annual report, please scan the code below and follow the instructions.
| PROXY SUMMARY
2025 marked an important inflection point for Hudson Pacific. During the year, we undertook coordinated actions that fundamentally transformed our capital structure, significantly enhanced our operating efficiency, and positioned the Company to benefit from improving demand across our innovation-driven markets.
SQ FT OFFICE LEASING ACTIVITY
SQ FT YEAR-END OFFICE LEASING PIPELINE
CAPITAL TRANSACTIONS
QUIXOTE COST REDUCTIONS (ANNUALIZED)
ASSET SALES
G&A & INTEREST SAVINGS (YEAR-OVER-YEAR)
YEAR-END LIQUIDITY
REDUCTION IN HPP'S SHARE NET DEBT
STRONG LEASING EXECUTION
Strongest office leasing performance since 2019, reflecting improving tenant engagement across our markets. Positive leasing indicators included:
Signed 2.2M+ square feet of office leases
Positive net absorption within in-service office portfolio in 3Q and 4Q25
2.3M square foot leasing pipeline at year-end
40% increase in tenant tours compared to 2024
STREAMLINED STUDIO BUSINESS
Positioning studio portfolio optimally for a recalibrating production environment by reducing costs and focusing on premium locations that continue to lease. Key accomplishments included:
$25.0M in annualized expense reductions within Quixote business
Sunset Las Palmas stages fully leased as of 4Q25 for first time since industry strikes
Delivered Sunset Pier 94 with stages fully leased within first quarter of operations
ENHANCED OPERATIONAL EFFICIENCY
Maintained disciplined cost management across the organization, including reducing G&A by $21M year-over-year. Key G&A related initiatives included:
Voluntary forfeiture of top 3 NEO front-loaded performance unit awards
Reduction in Board size and fees
Adjustments to executive compensation in alignment with strategic priorities
FORTIFIED BALANCE SHEET
Executed capital transactions to improve financial flexibility, resulting in a 22% reduction in HPP's share of net debt and increasing total liquidity to $933.7M at year-end. Key actions included:
$690.0M common equity offering
$328.0M of strategic asset sales
$475.0M CMBS financing
Repayment of $168.0M Element LA loan and $465.0M private placement notes
Credit facility amendment and extension through 2029
We have continued to evolve our Board's composition and leadership to enhance effectiveness, align with stockholder priorities, and support the Company's strategic direction. The following changes have been made since the 2025 Annual Meeting:
Reduced Board size from 10 to 7 directors to enhance efficiency and support broader cost discipline initiatives
Completed planned retirement of long-tenured directors Jonathan M. Glaser and Mark D. Linehan, each of whom had served since the Company's IPO in 2010
Added two new independent directors in 2025: Jon Bortz and T. Ritson Ferguson
Appointed Robert L. Harris II as Lead Independent Director (effective March 24, 2026), succeeding Theodore R. Antenucci, who continues to serve on the Board
Appointed T. Ritson Ferguson to succeed Michael Nash as Audit Committee Chair (effective May 28, 2026), since Mr.
Nash will not stand for re-election
The Board's recent refreshment and reduced size reflect a deliberate shift toward directors with deep capital markets and operational expertise, aligning with the Company's current priorities of balance sheet optimization and disciplined capital allocation. The following directors are standing for re-election at the 2026 Annual Meeting. The committee assignments reflected in the below table will be effective May 28, 2026.
DIRECTOR NOMINEES
AGE
DIRECTOR SINCE
AUDIT
COMPENSATION
NOMINATING & CORPORATE GOVERNANCE
INVESTMENT
SUSTAINABILITY
Victor J. Coleman
Chief Executive Officer and Board Chairman, Hudson Pacific Properties, Inc.
64
2010
Theodore R. Antenucci INDEPENDENT President and Chief Executive Officer, Catellus Development Corporation
61
2010
Jon Bortz INDEPENDENT
Chairman and Chief Executive Officer, Pebblebrook Hotel Trust
69
2025
T. Ritson Ferguson INDEPENDENT Former Chief Executive Officer and Chief Investment Officer, CBRE Global Investors
66
2025
C
Robert L. Harris II + INDEPENDENT
Former Executive Chairman, Acacia Research Corporation
67
2014
C
Barry A. Sholem INDEPENDENT
Chairman and Senior Advisor of Real Estate, BDT & MSD Partners
65
2023
Andrea Wong INDEPENDENT
Former President, International Production, Sony Pictures Television
59
2017
C
C Committee Chair Committee Member + Lead Independent Director
PROFILE
INDEPENDENT
AVERAGE TENURE
FEMALE
AVERAGE AGE
RACIALLY DIVERSE
DIRECTOR SKILLS
Public Board Experience Key Industry Experience Key Markets Expertise
■■■■■■■ ■■■■■■■ ■■■■■□□
Financial Expertise Capital Markets Expertise
■■■■■■□ ■■■■■■□ ■■■■□□□
Executive Leadership Experience
■■■■■■■ ■■■■■□□
INDEPENDENCE & BOARD COMPOSITION
Board refreshment, with four new independent directors in the last three years
Supermajority (86%) Board independence; Lead Independent Director
Regular meetings of the independent directors and committees without management present
Regular Board and committee self-evaluations
Commitment to Board that represents an optimal range of skills and experience
Comprehensive Board oversight as it relates to corporate strategy and risk management
COMPENSATION
Independent compensation consultant
Anti-hedging and anti-pledging policy
Clawback policy
Equity awards remain subject to holding periods following vesting
Stock ownership requirements (10x salary for CEO; 3x for other NEOs)
Double-trigger change-in-control provisions and no excise tax gross-ups
STOCKHOLDER RIGHTS
Annual election of all directors
Directors elected by majority voting in uncontested director elections
Annual "Say-On-Pay" voting
No stockholder rights plan
Stockholder power to amend Bylaws
We maintain an ongoing dialogue with our stockholders to understand their perspectives on our strategy, performance, governance, and executive compensation, and to incorporate that feedback into our decision-making. Throughout 2025, our senior management team engaged with 210 unique institutional investors through a range of channels, including industry conferences, virtual non-deal roadshows, property tours, in-person meetings and regular conference calls and email correspondence. These interactions provide multiple avenues for investors to share their perspectives and enable us to maintain consistent, year-round engagement.
We also conduct targeted outreach to stewardship teams at our largest stockholders to discuss governance and corporate responsibility matters. These discussions are led by senior
management across our legal, sustainability, and investor relations functions, with participation from Robert L. Harris II, Lead Independent Director and Chair of the Compensation Committee.
Feedback from stockholder discussions is summarized and shared with our Board of Directors on a quarterly basis and informs key decisions related to strategy, governance, and compensation.
Since the 2025 Annual Meeting, we held discussions with institutional investors representing approximately 64% of our outstanding common stock1. As described in greater detail in the Compensation Discussion & Analysis under "2025 Say-on-Pay Outcome and Our Response" on page 35, we actively sought stockholder feedback following our 2025 say-on-pay results and implemented a number of meaningful changes to our executive compensation program, governance practices and disclosures in response.
64%
OF SHARES OUTSTANDING ENGAGED
SINCE THE 2025 ANNUAL MEETING
Evaluate voting outcomes and engagement insights to:
Enhance corporate governance practices
Refine executive compensation programs
Improve disclosure and transparency
This process directly informed the compensation and governance changes described in the CD&A.
POST MEETING REVIEW & ACTIONS
Provide stockholders the opportunity to:
Participate in an open forum with management and the Board
Vote on key matters, including director elections, say-on-pay and auditor ratification
ANNUAL MEETING OF STOCKHOLDERS
Provide stockholders with key disclosures, including:
Annual Report
Proxy Statement
Sustainability Report
We actively engage to address questions and
discuss matters submitted for stockholder vote.
PROXY SEASON ENGAGEMENT
Maintain regular dialogue with stockholders throughout the year to discuss:
Business strategy and portfolio positioning
Financial and operational performance
Governance, compensation and corporate responsibility matters
ONGOING ENGAGEMENT
CORPORATE
BOARD
EXECUTIVE
CORPORATE
STOCKHOLDER
GOVERNANCE
COMPOSITION AND
COMPENSATION
RESPONSIBILITY &
RIGHTS
REFRESHMENT
HUMAN CAPITAL
MATTERS
(1) Based on holdings as of December 31, 2025.
2025 was a year of meaningful transition and deliberate action to stabilize the Company for future growth. In response to stockholder feedback following our 2025 say-on-pay vote, the Compensation Committee took significant actions to reduce compensation, simplify program design and strengthen alignment with Company performance and stockholder outcomes.
No Equity Grants for CEO, President and CFO
Consistent with the design of the 2024 front-loaded awards, no equity was granted in 2025 to our CEO, President or CFO
Voluntary Forfeiture of Performance-Bas ed Awards
The CEO, President and CFO voluntarily forfeited 2024 performance-based equity awards, with no replacement awards granted
Meaningful Reduction in Bonus Payouts
2025 bonuses were funded below target, resulting in a 36% decrease compared to 2024
No Increases to Base Salary or Target Bonus Opportunities
Compensation levels remained unchanged, consistent with a disciplined approach to cost management
Compensation Outcomes Aligned with Performance
Pay outcomes were significantly reduced to reflect Company performance and stockholder experience
Eliminated Front-Loaded Equity Structure
Commitment to discontinue front-loaded awards and return to annual equity grants
New TSR-Bas ed Long-Term Incentive Plan
Simplified structure with 50% performance-based and 50% time-based equity, tied to absolute and relative TSR over a three-year period
More Rigorous Performance Requirements
Maximum payouts require 15% annual TSR growth and 75th percentile relative TSR performance, exceeding typical REIT market practices
Reduced Maximum Payout Opportunity
Performance-based equity capped at 150% of target (down from 200%-250% under prior programs)
Extended Alignment with Stockholders
Equity awards subject to multi-year vesting and post-vest holding requirements, resulting in up to six years of alignment
Return to Formulaic Bonus Program
Reintroduction of objective, performance-based cash incentive metrics
Significant Reductions in Target Compensation
2026 target compensation was meaningfully reduced, including a 38% reduction for our CEO
No Increases to Base Salary or Target Bonus Opportunities
Maintaining flat compensation levels since 2022
| SUSTAINABILITY AND HUMAN CAPITAL
Environmental sustainability, social impact, and human capital development are integral to Hudson Pacific Properties' long-term strategy. These efforts are guided by our Better Blueprint™ program, which reflects our vision to create vibrant, enduring urban destinations and to operate our portfolio with excellence and accountability. Our position as an industry leader is reflected in continued recognition at the highest levels, as well as a depth of certifications across our properties.
ENTERPRISE AWARDS
GRESB
Global Sector Leader, Office, Americas 2021-2025
5-star Rating 2019-2025
ENERGY STAR
Partner of the Year 2019-2024 Sustained Excellence 2021-2024
NAREIT
Leader in the Light Award, Office Sector 2022, 2023
Operations 2025
Our sustainability program differentiates Hudson Pacific with customers and investors who prioritize climate leadership.
Carbon-neutral operations since 2020
Science-based target to reduce absolute Scope 1 and 2 greenhouse gas emissions by 50% by 2030 from a 2018 baseline, excluding the use of unbundled renewable energy credits and carbon offsets
In-service office portfolio 94% LEED certified, 52% Fitwel certified and 76% ENERGY STAR certified at year-end 2025
Our social impact initiatives support our strategy to transform assets into destinations where tenants' employees want to work.
Modern, high-quality buildings that emphasize natural light, wellness and fitness amenities
Engaging on-site programming to benefit tenants and the community
Charitable giving and employee volunteer programs support the vitality of the neighborhoods within which we operate
Our people are our greatest asset and we are committed to attracting, developing, and retaining high-performing talent.
Inclusive work environment that respects diversity across gender, age, ethnicity and cultural background
Comprehensive onboarding program, ongoing development opportunities, and annual "Excellence Awards" to honor top performers across the organization
Pay-for-performance compensation philosophy, linking rewards to individuals, teams, and the Company as a whole
Competitive compensation and benefits program designed to promote employee wellness and work-life balance
More information can be found in Hudson Pacific's Better BlueprintTM Report.
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Hudson Pacific Properties is currently governed by an eight-member Board of Directors, seven of whom are standing for re-election to the Board at the 2026 Annual Meeting. If elected, directors will hold office for a one-year term expiring at the 2027 Annual Meeting. Directors hold office until their successors are duly elected and qualified, or until their earlier resignation or removal.
The seven nominees for election to the Board at the 2026 Annual Meeting, all proposed by the Board, are listed in the following section titled "Director Nominees," along with brief biographies.
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.
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. All recommendations for nomination received by the Corporate Secretary will be presented to the Governance Committee for its consideration. See "Communications with the Board of Directors" on page 24 for more information.
Each director nominee will be elected at the Annual Meeting if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast "FOR" the nominee must exceed the number of votes cast "AGAINST" the nominee). The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an annual meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast in the election of directors at the annual meeting at which a quorum is present. The election of directors at this Annual Meeting is not contested. Under Maryland law, an incumbent director who is not re-elected would continue to serve as a holdover director until a successor is elected. To address this, our Bylaws require any incumbent director who fails to receive a majority vote in an uncontested election to promptly tender his or her resignation. The Nominating and Corporate Governance Committee (the 'Governance Committee') will recommend whether to accept the resignation or take other action, and the Board will publicly disclose its decision and rationale within 90 days following certification of the election results.
FOR
The Board unanimously recommends that the stockholders vote "FOR" the 7 director nominees.
The Board is committed to building a strong, independent leadership team whose diverse backgrounds and experiences enrich our decision-making. When evaluating director candidates, we look for a wide range of skills, perspectives, and professional experiences-reflecting diversity in its broadest and most meaningful sense. We do not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual orientation.
Our current director nominees were recommended by the Governance Committee and selected for their exceptional
professional achievements, sound judgment, financial literacy, integrity, and ability to think independently and analytically. We also value their deep understanding of our business and industry, as well as their commitment to collaboration and high ethical standards.
SKILLS AND EXPERIENCE
COLEMAN
ANTENUCCI
BORTZ
FERGUSON
HARRIS
SHOLEM
WONG
TOTAL
Executive Leadership Experience
Experience serving as a CEO, President, Chairman or in a comparable senior leadership role at a large company or organization, providing strategic oversight, operational leadership and experience managing complex enterprises.
7 / 7
Public Board Experience
Experience with the governance, regulatory and reporting requirements of publicly traded companies, including investor engagement and oversight of public company disclosure and compliance obligations.
7 / 7
Key Industry Experience
Experience in the media, technology or real estate industries, providing insight into industry trends, competitive dynamics, and opportunities and challenges across economic cycles.
7 / 7
Key Markets Expertise
Experience in key markets in which the Company operates, including Los Angeles, Silicon Valley, San Francisco, Seattle, New York and Vancouver, contributing to a deeper understanding of regional market dynamics, operations, and competitive positioning.
5 / 7
Financial Expertise
Experience in accounting, financial reporting or financial management, supporting effective oversight of the Company's financial statements, financial controls and reporting processes.
6 / 7
Capital Markets Expertise
Experience with capital structure, capital allocation and financing strategies, providing valuable perspective in evaluating investments, transactions and broader financial strategy.
6 / 7
Advanced Degree or Professional Accreditation
Holds an advanced academic degree or relevant professional certification that contributes specialized knowledge and expertise to the Board.
5 / 7
Cybersecurity / Data Privacy
Experience overseeing the identification, management and mitigation of corporate risks, including cybersecurity, data privacy and data protection matters.
4 / 7
Victor J. Coleman
AGE: 64
DIRECTOR SINCE:
2010
BOARD COMMITTEES:
Sustainability
BACKGROUND AND PROFESSIONAL EXPERIENCE
Has served as Chief Executive Officer and Chairman of the Board since the Company's IPO in 2010
Founder and former Managing Partner of Hudson Pacific's predecessor, Hudson Capital (2006-2010)
Serves on the boards of Ronald Reagan UCLA Medical Center, Fisher Center for Real Estate & Urban Economics, Young Presidents' Organization Gold Los Angeles, Los Angeles Sports & Entertainment Commiss ion and ChampionLA, as well as Nareit's Advisory Board of Governors
Serves on the board of Kite Realty Group Trust (since 2012) and previously served on the boards of Douglas Emmett (2006-2009) and other public companies
Has received the City of Hope Spirit of Life Award (2015), the Real Star of Hollywood Award (2019), recognition as a Treasure of Los Angeles (2019) and was inducted into NAIOP SoCal's Hall of Fame (2025)
Holds an MBA from Golden Gate University and a BA in History from the University of California, Berkeley
REASON FOR NOMINATION
Mr. Coleman brings extensive executive leadership experience and deep knowledge of the Company's business, strategy and key markets as its founder and Chief Executive Officer. His public company board experience, capital markets expertise and longstanding leadership of Hudson Pacific provide the Board with critical insight into the Company's operations, growth strategy and industry positioning.
SKILLS
Theodore R. Antenucci
INDEPENDENT AGE: 61
DIRECTOR SINCE:
2010
BOARD COMMITTEES:
Audit
Compensation
Investment
BACKGROUND AND PROFESSIONAL EXPERIENCE
Serves as President and Chief Executive Officer of Catellus Development Corporation (2011-present)
Previously served as President and Chief Investment Officer of Prologis and as a member of its Executive Committee (2007-2011), and as President of Global Development for Prologis (2005-2007)
Previously served as President of Catellus Commercial Development Corp. (2001-2005) prior to its merger with Prologis
Previously served on the board of directors of Prologis European Properties (2009-2011) and on the audit committee of Iron Mountain, Inc. (2011-2020)
Serves on the board of trustees of the Children's Hospital Colorado Foundation (2010-present)
Holds a BA in Business Economics from the University of California, Santa Barbara
REASON FOR NOMINATION
Mr. Antenucci contributes significant executive leadership and public company experience, including extensive expertise in real estate development and global capital markets. His background as a senior executive at Prologis and Catellus enhances the Board's oversight of investment strategy, capital allocation and operations across key markets.
SKILLS
Jon Bortz
INDEPENDENT AGE: 69
DIRECTOR SINCE:
2025
BOARD COMMITTEES:
Audit
Compensation
BACKGROUND AND PROFESSIONAL EXPERIENCE
Founder, Chairman and Chief Executive Officer of Pebblebrook Hotel Trust (since 2009) and Founder and Chairman of Curator Hotel & Resort Collection (since 2020)
Previously founded and served as President, Chief Executive Officer and Trustee of LaSalle Hotel Properties (1998-2009) and as Chairman (2001-2009), where he oversaw its $5.5 billion strategic acquisition by Pebblebrook
Earlier founded the Hotel Investment Group of Jones Lang LaSalle (1994) and held senior leadership roles at the firm, including Senior Vice President and Managing Director
Serves on the Advisory Board of Governors of Nareit and on the Executive Committee of the American Hotel & Lodging Association, where he chairs HotelPAC and has served as a board member since 2016 and an officer since 2018
Previously served as a trustee of Federal Realty Investment Trust
Holds a BS in Economics from The Wharton School of the University of Pennsylvania
REASON FOR NOMINATION
Mr. Bortz provides extensive executive leadership and public company experience, including deep expertise in real estate, hospitality and capital markets. His experience founding and scaling public REITs and his knowledge of key markets strengthen the Board's oversight of growth strategy, operations and investment activity.
SKILLS
T. Ritson Ferguson
INDEPENDENT AGE: 66
DIRECTOR SINCE:
2025
BOARD COMMITTEES:
Audit (Chair)
BACKGROUND AND PROFESSIONAL EXPERIENCE
Serves on the investment committees for CBRE Investment Management Listed Real Assets (since 2022) and previously served as Vice Chairman of CBRE's global investment management business (2021-2022)
Previously served as Chief Executive Officer and Chief Investment Officer of CBRE Investment Management (2015-2020), overseeing the firm's global real estate and infrastructure investment platform, and Chief Executive Officer, Co-Chief Investment Officer and Founder of CBRE Clarion Securities (1998-2020)
Serves as Vice Chair and Audit Committee member of DUMAC, Inc., which manages Duke University's endowment (since 2018) and as Board Chair of the CBRE Clarion Global Real Estate Income Fund (since 2004)
Serves as a Senior Fellow at the Wharton Real Estate Center and Trustee of the Templeton World Charity Foundation
Holds a BS in Computer Science and Economics from Duke University (summa cum laude, Phi Beta Kappa), an MBA with distinction from The Wharton School, and the Chartered Financial Analyst designation
REASON FOR NOMINATION
Mr. Ferguson provides deep financial and capital markets expertise, along with extensive experience in global real estate investment management. His leadership of large-scale investment platforms and public board experience strengthen the Board's oversight of financial strategy, risk management and capital allocation.
SKILLS
Robert L. Harris II
LEAD INDEPENDENT DIRECTOR
AGE: 67
DIRECTOR SINCE:
2014
BOARD COMMITTEES:
Compensation (Chair)
Nominating and Corporate Governance
BACKGROUND AND PROFESSIONAL EXPERIENCE
Has served as a member of the Board since November 2023 and previously from 2014 to March 2023; has served as Lead Independent Director since March 2026
Most recently served as Executive Chairman of the Board for Acacia Research Corporation (2012-2016), where he served as a director since 2000 and President (2000-2012)
Founder of Entertainment Properties Trust, where he served as President and a director (1997-2000)
Previously served as Senior Vice President and led the International Division at AMC Entertainment (1993-1997)
Earlier served as President of Carlton Browne and Company, Inc.
Has served on multiple public and nonprofit boards, including Pepperdine University's Graziadio School of Business and Management, CombiMatrix Corporation, True Religion Brand Jeans, the USA Volleyball Foundation and Imperial Bancorp
REASON FOR NOMINATION
Mr. Harris brings extensive executive leadership and public company board experience, including a strong background in real estate, entertainment and capital markets. His background founding and leading public companies and his knowledge of key markets support the Board's strategic oversight and investment decision-making.
SKILLS
Barry A. Sholem
INDEPENDENT AGE: 70
DIRECTOR SINCE:
2023
BOARD COMMITTEES:
Nominating and Corporate Governance
Investment
Sustainability
BACKGROUND AND PROFESSIONAL EXPERIENCE
Chairman and Advisory Partner of BDT & MSD Partners and Chairman and Senior Advisor of its Real Estate Group; has served on the BDT & MSD Board since 2024
Founded the real estate group at MSD Capital and joined as partner in 2004, serving as head of real estate since inception
Previously served as Chairman and co-founder of DLJ Real Estate Capital Partners (1994-2004)
Earlier career at Goldman Sachs, where he led the Real Estate Principal Investment Area and West Coast Real Estate Investment Banking
Previously served on the boards of Curbline Properties, formerly SITE Centers (1998-2018, 2022-2024), and RVI (2018-2022)
Member of the Urban Land Institute, Real Estate Roundtable, UC Berkeley Real Estate Advisory Board and Brown University Presidents Leadership Council
Holds an MBA from Northwestern University and a BA in Economics and Political Science from Brown University and an MBA from Northwestern University
REASON FOR NOMINATION
Mr. Sholem contributes significant capital markets and financial expertise, with extensive experience in real estate investment, private equity and advisory roles. His background at leading financial institutions and investment firms enhances the Board's perspective on capital allocation, transactions and strategic growth opportunities.
SKILLS
Andrea Wong
INDEPENDENT AGE: 59
DIRECTOR SINCE:
2017
BOARD COMMITTEES:
Nominating and Corporate Governance (Chair)
BACKGROUND AND PROFESSIONAL EXPERIENCE
Serves on the boards of Liberty Media Corporation (since 2010), Roblox Corporation (since 2020) and Whalar Group (since 2018)
Most recently served as President, International for Sony Pictures Entertainment (2011-2017)
Previously served as President and CEO of Lifetime Networks (2007-2010)
Earlier served as Executive Vice President, Alternative Programming, Specials and Late Night at ABC (1998-2007) where she developed hit shows including The Bachelor, Dancing with the Stars and Extreme Makeover: Home Edition
Has served on multiple public and private boards, including QVC Group (2010-2025), Hudson's Bay Company (2014-2020)
Holds a degree in electrical engineering from MIT and an MBA from Stanford University, and is a Henry Crown Fellow at the Aspen Institute and a member of the Committee of 100
REASON FOR NOMINATION
Ms. Wong brings extensive executive leadership experience in the media and entertainment industry, providing valuable insight into content production, distribution and global market dynamics. Her public board experience and background in technology and digital platforms support the Board's oversight of the Company's studio and media-related strategy.
SKILLS
We value a Board composed of individuals with diverse skills, experiences and perspectives. A well-rounded Board fosters robust discussion, enhances corporate governance and supports sound decision-making. We believe an effective Board leverages a broad mix of skills, industry and regional experience, and professional backgrounds to guide the Company's
strategy.
A majority of the Board must be independent under NYSE listing standards, and at least one member must qualify as an "Audit Committee Financial Expert" under SEC rules.
Directors are selected based on merit, considering the collective skills, independence, experience and knowledge required for effective oversight. The Governance Committee regularly reviews Board composition and recommends new director candidates as appropriate. The Board also conducts an annual evaluation of its size, composition and effectiveness. When needed, external advisors assist in identifying qualified candidates. This ongoing process helps ensure the Board remains well-
positioned to support the Company's long-term strategy.
We seek to maintain a balanced Board that combines long-tenured directors with fresh perspectives. While experienced directors provide valuable institutional knowledge, new directors contribute additional skills and insights as our business evolves. In recent years, the Board has undertaken a deliberate refreshment process, including the planned retirement of long-tenured directors who had served since the Company's IPO in 2010 and the addition of new independent directors with complementary expertise. We continue to actively manage Board composition to align director skills with our strategic priorities while maintaining continuity and effective oversight. Average Board tenure for our 2026 director nominees is eight years.
Michael Nash has informed the Company that he will not stand for re-election at the 2026 Annual Meeting. The Board thanks Mr. Nash for his valuable service, including his leadership of the Audit Committee. Following his departure, T. Ritson Ferguson will serve as Audit Committee Chair, effective May 28, 2026. Mr. Ferguson's experience in real estate investment, capital markets and financial oversight supports the Board's confidence in his ability to serve as both Chair and Financial Expert.
As part of ongoing Board leadership succession planning, Robert L. Harris II was appointed Lead Independent Director, effective March 24, 2026, succeeding Theodore R. Antenucci, who continues to serve on the Board. The Board thanks Mr. Antenucci for his leadership. Mr. Harris' public company experience and knowledge of the Company position him to provide strong independent leadership and support effective oversight of the Company's long-term strategy.
The Board recognizes the importance of effective succession planning for the Chief Executive Officer and senior management. In accordance with our Corporate Governance Guidelines and Compensation Committee Charter, the Board, together with the Compensation Committee, oversees succession planning to support leadership continuity and long-term strategy.
The Compensation Committee periodically reviews succession plans, including the qualifications, experience and development of potential internal candidates, and reports its findings to the Board. Directors also engage regularly with senior management, providing ongoing insight into leadership capabilities.
The Company maintains an emergency CEO succession plan to address unexpected leadership transitions. This plan is reviewed periodically and updated as appropriate. The Board views succession planning as an ongoing process rather than one tied to any anticipated transition.
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 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. We plan thoughtfully for director succession and Board refreshment and consider the depth and diversity of experience of our Board, expand and replace key skills and experience that support business strategies, and maintain a balanced mix of tenures.
REVIEW
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.
INITIATES A SEARCH
When considering a candidate, the Governance Committee reviews the candidate's experiences, expertise, professional background, integrity, sound judgment and perspectives. 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.
REVIEW
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.
INTERVIEW
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.
CONSIDER & APPROVE
Board Skills Assessment, Board Succession Planning, Investor Recommendations
ONGOING
| CORPORATE GOVERNANCE
The Board of Directors has determined that its current leadership structure is appropriate for the Company and supports effective oversight of management and the Company's strategic priorities. Under this structure, the Chief Executive Officer also serves as Chairman, complemented by a Lead Independent Director with clearly defined responsibilities on behalf of the independent directors. The Board believes this approach provides unified leadership, promotes efficient decision-making and reflects a deep understanding of the Company's business. This structure also supports strong governance, clear accountability and effective oversight in the best interests of our stockholders.
CHIEF EXECUTIVE OFFICER & CHAIRMAN OF THE BOARD
LEAD INDEPENDENT DIRECTOR
VICTOR J. COLEMAN ROBERT L. HARRIS II
Leads the development and execution of the Company's strategic direction
Presides over executive sessions of the independent directors
Presides over meetings of the Board and stockholders
Serves as a liaison between the independent directors and management
Sets the agenda for Board meetings in collaboration with the Lead Independent Director
Calls meetings of the independent directors, as appropriate
Provides the Board with regular updates on the Company's performance, strategy and operations
Provides input on Board materials and information provided to the directors
Oversees the execution of the Company's business plan and day-to-day management
Advises the Chairman and Chief Executive Officer on Board governance matters
INDEPENDENT COMMITTEE CHAIRS
MICHAEL NASH(1)
Audit Committee
ROBERT L. HARRIS II
Compensation Committee
ANDREA WONG
Nominating and Corporate Governance Committee
(1) Michael Nash will not stand for re-election at the 2026 Annual Meeting. Accordingly, effective May 28, 2026, T. Ritson Ferguson will succeed Mr. Nash as Audit Committee Chair.
We have structured our corporate governance framework to align the interests of our Board and management with those of our stockholders. Key features include:
All directors are elected annually (no classified Board)
Six of our seven director nominees (86%) are independent under NYSE and SEC standards
Our Audit Committee includes a director who qualifies as an "audit committee financial expert," and all members are fully independent under applicable NYSE and SEC rules
Directors are elected by a majority voting standard in uncontested elections
Stockholders may amend our Bylaws without Board approval
We have opted out of the Maryland control share acquisition statute and exempt certain Board-approved business combinations from the Maryland business combination statute
We do not maintain a stockholder rights plan
Executives and directors are prohibited from hedging or pledging Company securities
We maintain stock ownership guidelines requiring NEOs to hold shares of our common stock having a market value equal to or greater than a multiple of base salary; certain NEOs were below these thresholds at year-end 2025 due solely to stock price fluctuations (and not due to the transfer or disposition of shares) but remain subject to retention requirements and are expected to return to compliance
The Governance Committee regularly reviews our governance practices in light of evolving standards and stockholder expectations and makes recommendations to the Board.
The Board plays an active role in overseeing the Company's growth and development strategy, working with management to evaluate long-term objectives, capital allocation priorities and strategic opportunities. The Board regularly reviews business performance, market trends, competitive positioning and key risks, and provides guidance and constructive challenges to management's plans, including with respect to organic growth, operational expansion, partnerships and acquisitions.
The Board also monitors execution against strategic goals to ensure alignment with the Company's long-term value creation objectives. Directors have full access to senior management and receive the information necessary to perform their duties.
Under NYSE corporate governance rules, a majority of the Board must be independent. A director qualifies as independent only if the Board affirmatively determines that the director has no material relationship with the Company.
The Board has determined that Messrs. Antenucci, Bortz, Ferguson, Harris, Nash, Sholem and Wong are independent under SEC standards. In this Proxy Statement, we refer to each of Messrs. Antenucci, Bortz, Ferguson, Harris, Nash, Sholem and Wong as our "Independent Directors."
Our non-management directors meet in executive session without management present at each regularly scheduled Board meeting. The non-management directors also meet in executive session in connection with special meetings, as appropriate. Our Lead Independent Director presides over these sessions.
The below table represents committee composition for 2025. A table representing the composition effective May 28, 2026 can be found on page 2.
NAME
AUDIT COMMITTEE
COMPENSATION COMMITTEE
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
INVESTMENT COMMITTEE
SUSTAINABILITY COMMITTEE
Victor J. Coleman*
Theodore R. Antenucci
Jon Bortz
T. Ritson Ferguson
Robert L. Harris II
C
Michael Nash
C
Barry A. Sholem
Andrea Wong
C
MEETINGS IN 2025
4
5
1
0
2
* Chief Executive Officer and Chairman of our Board C Committee Chair Committee Member
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 HudsonPacificProperties.com.
Chair: Michael Nash (Financial Expert) Members: Jon Bortz, T. Ritson Ferguson 2025 Meetings: 4
Our Audit Committee consists of three independent directors. The Board has determined that each member satisfies the independence and financial literacy requirements of the NYSE, and that Mr. Nash qualifies as an "audit committee financial expert" under SEC rules.
The Audit Committee operates under a written charter that outlines its responsibilities, which include:
Overseeing our accounting and financial reporting processes
Reviewing the integrity of our consolidated financial statements
Monitoring our disclosure controls and procedures and internal control over financial reporting
Overseeing compliance with financial, legal and regulatory requirements
Evaluating the qualifications, independence and performance of our independent registered public accounting firm
Overseeing the performance of our internal audit function
Overseeing risk assessment and risk management, including financial, information technology, cybersecurity and data privacy risks
The Audit Committee is responsible for the appointment, compensation and oversight of our independent registered public accounting firm. The Committee reviews the scope and results of the audit, pre-approves audit and permissible non-audit services, evaluates the auditor's independence and reviews the adequacy of our internal accounting controls. The Audit Committee also prepares the report required by SEC rules for inclusion in this proxy statement.
Effective May 28, 2026, T. Ritson Ferguson will serve as Chair of the Audit Committee, and Theodore R. Antenucci will become a member of the committee.
The Board has determined that Mr. Nash qualifies as an "audit committee financial expert" as defined by SEC rules. The Board also determined that Messrs. Bortz, Ferguson and Nash are financially literate in accordance with NYSE standards.
Mr. Nash's qualifications include:
Extensive experience in real estate investment, capital markets and financial analysis, including leadership roles at Blackstone Real Estate Debt Strategies and Merrill Lynch's Real Estate Principal Investment Group
Service as Executive Chairman of Blackstone Mortgage Trust, a publicly traded REIT, and participation on investment committees overseeing significant capital allocation decisions
A Bachelor of Science degree in Accounting from the State University of New York at Albany
Effective May 28, 2026, T. Ritson Ferguson will serve as Chair of the Audit Committee. The Board has determined that Mr. Ferguson qualifies as an "Audit Committee Financial Expert" based on his extensive experience in
financial oversight, capital markets and real estate investment, including his service as Chief Executive Officer and Chief Investment Officer of CBRE Global Investors. In these roles, he was responsible for overseeing inves tment
strategy, financial performance and risk management acros s global real estate portfolios . This experience provides him with a deep understanding of financial reporting, internal controls and the evaluation of financial statements.
Chair: Robert L. Harris II
Members: Theodore R. Antenucci, Jon Bortz
2025 Meetings: 4
The Compensation Committee consists of three independent directors. The Committee operates under a written charter that outlines its responsibilities, which include:
Reviewing and approving the compensation of our Chief Executive Officer, or recommending such compensation to the Board for approval
Reviewing and approving the compensation of our other executive officers
Overseeing and administering our incentive compensation and equity-based plans
Reviewing and discussing the Compensation Discussion and Analysis ("CD&A") with management and preparing the annual Compensation Committee Report
Reviewing and recommending compensation for our non-employee directors
Administering our clawback policy
Overseeing executive officer succession planning, human capital management and talent development
The Compensation Committee may delegate certain responsibilities to a subcommittee. The Committee has delegated authority to our Chief Executive Officer to grant equity awards to certain non-executive employees under the Company's Amended and Restated 2010 Incentive Award Plan (the "2010 Plan") and to take related administrative actions with respect to such awards.
Chair: Andrea Wong
Members: Robert L. Harris II, Barry A. Sholem
2025 Meetings: 2
(Met informally with management on several additional occasions)
The Governance Committee consists of three independent directors. The Committee operates under a written charter that outlines its responsibilities, which include:
Identifying and recommending qualified candidates for election to the Board, including nominees for election at the annual meeting
Developing, recommending and overseeing the Company's corporate governance guidelines
Reviewing and recommending matters relating to Board composition, including size, structure and committee assignments
Recommending members for each committee of the Board
Overseeing the annual evaluation of the Board and its committees, as well as individual directors
Overseeing the Board's evaluation of management performance
Members: Theodore R. Antenucci, Michael Nash
2025 Meetings: 0
The Investment Committee consists of two independent directors and reviews and recommends acquisition strategies to the Board and approves certain investment transactions within parameters established by the Board, including acquisitions above
$150,000,000 and up to specified thresholds. The Committee may also review and make recommendations to the Board with respect to transactions that exceed its delegated authority.
In 2025, investment-related matters were reviewed by the full Board as part of its ongoing oversight of capital allocation and strategic initiatives. Accordingly, the Investment Committee did not hold formal meetings during the year.
Effective May 28, 2026, Barry Sholem will become a member of the Investment Committee, succeeding Michael Nash.
Members: Victor J. Coleman, Barry A. Sholem
2025 Meetings: 0
The Sustainability Committee provides oversight and strategic direction for the Company's corporate responsibility program and advises the Company's SVP, Innovation, Sustainability and Social Impact on key priorities, initiatives and goals.
In 2025, sustainability-related matters were addressed by the full Board as part of its integrated oversight of corporate responsibility priorities. Accordingly, the Sustainability Committee did not hold formal meetings during the year.
Our Board's primary duty is to ensure the long-term health and success of the Company on behalf of stockholders. To effectively carry out this responsibility, the Board commits a substantial amount of time throughout the year to the most significant aspects of the business.
Our directors are committed and engaged. Our policy is that directors should make every effort to attend all meetings of our Board and the annual meeting of stockholders, as well as all meetings of Board committees for which they are members.
If a director is unable to attend a meeting due to a scheduling conflict, he or she separately meets with our Chairman and CEO and/or the respective Chair of the committee(s) upon which they serve to discuss meeting topics.
The Board held six regularly scheduled meetings and acted by unanimous consent on nine occasions during 2025 to review significant developments, engage in strategic planning and act on matters requiring Board approval. All of our incumbent directors attended or participated in 100 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 2025.
BOARD EFFECTIVENESS UNDERSCORED BY ENGAGEMENT IN 2025
BOARD MEETING ATTENDANCE
BOARD MEETINGS
COMMITTEE MEETING ATTENDANCE1
COMMITTEE MEETINGS
(1) Mr. Ferguson was elected to our Board and appointed to the Audit Committee on September 11, 2025 and was not able to attend the previously scheduled Audit Committee meeting on November 3, 2025.
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.
MANAGEMENT
Our senior management is responsible for day-to-day management of risk, including designing and implementing risk management processes and policies to address the various exposures to risk. Senior management regularly reports to the Board and its committees on a variety of risks.
BOARD RESPONSIBILITIES
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.
AUDIT COMMITTEE
GOVERNANCE COMMITTEE
Responsible for considering and discussing 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.
Monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.
Monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.
COMPENSATION COMMITTEE
Assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
The Board of Directors recognizes the importance of cybersecurity risk management as part of the Company's overall risk oversight responsibilities. Hudson Pacific Properties has implemented a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of the Company's information systems and data.
The Company's cybersecurity program is informed by the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF") and is integrated into the Company's broader enterprise risk management ("ERM") framework. This integration allows cybersecurity risks to be assessed, monitored, and managed consistently with other key enterprise risks, including operational, financial, legal, and compliance risks.
Management is responsible for day-to-day cybersecurity risk management, including the design and operation of cybersecurity controls, incident response planning, employee awareness training, and third-party risk management. Management periodically reports on cybersecurity matters, including risk assessments, threat environment developments, and incident response readiness, to the Board and its committees as part of the Company's risk governance processes.
The Audit Committee assists the Board in overseeing the Company's enterprise risk management program, including risks related to cybersecurity and information technology. As part of this oversight, the Audit Committee receives quarterly updates
from management regarding cybersecurity risks, controls, and incident response preparedness. The full Board receives regular reports on material risk exposures, including cybersecurity risks, and discusses these matters in the context of the Company's overall risk profile.
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;
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 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.
We have adopted an insider trading compliance program that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of the NYSE. A copy of our insider trading compliance program is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.
At the direction of our Nominating and Corporate Governance Committee, we conduct an annual evaluation process to assess the performance of and enhance the overall effectiveness of our Board and its standing committees. This process begins with our non-executive directors completing questionnaires regarding the performance of our Board as a group and the performance of each Board committee they serve. The questionnaires cover matters such as the effectiveness of the Board's or committee's composition, the quality of discussions at meetings, the adequacy of the Board's or committee's risk assessments, Board and committee culture, quality of engagement with management and other directors, access to information and management support, coordination among committees, areas of contribution, and areas for further development. The Governance Committee presents the results of the questionnaires, which are compiled anonymously, to our Board and committees at regularly scheduled meetings. The Board and each committee discuss the results and findings of the questionnaires and identify areas for future focus or continued improvement.
The orientation program is tailored to the needs of each new director depending on his or her level of experience serving on other boards. Materials provided to new directors include information on our strategic plans, financial matters, corporate governance practices, Code of Business Ethics and Conduct, and other key policies and practices. The onboarding process includes a series of meetings with members of senior management and their teams for deep-dive briefings on our operations and financial strategies.
Continuing director education is provided during portions of Board and committee meetings and is focused on topics necessary to assist directors in fulfilling their duties, including regular reviews of compliance and corporate governance developments; business-specific learning opportunities through site visits and Board meetings; and briefing sessions on topics that present special risks and opportunities. As part of the Board's annual evaluation process, directors are asked to identify areas where they feel continuing education would be helpful.
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 or [email protected]. Our General Counsel will process and direct communications to the appropriate Board member(s), other than items unrelated to our Board's duties, such as spam, junk mail, solicitations and employment inquiries or any material that is unduly hostile,
threatening, illegal or unsuitable. This centralized process allows for review and response in a more efficient manner.
The Board may not be able to respond to all stockholder inquiries directly. However, if a response on behalf of the Board is appropriate, our General Counsel (or her designee) reviews and approves responses on behalf of the Board in consultation with the applicable director.
Stockholders may recommend candidates for the 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.
The Board does not believe that its members should be prohibited from serving on boards of other organizations and has not adopted any guidelines limiting such activities, except with respect to members serving on the Audit Committee. However, the Governance Committee and the Board will take into account the nature of and time involved in a director's service on other boards and/or committees in evaluating the suitability of individual director candidates and current directors and making its recommendations to our stockholders. Due to the demanding nature of service on the Audit Committee, the members of the Audit Committee may not serve on the audit committees of the boards of directors of more than two other companies at the same time as they are serving on the Audit Committee. Service on other boards and/or committees should be consistent with the Company's conflict of interest policies.
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.
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.
| COMPENSATION OF DIRECTORS
Our Board has approved a compensation program for our non-employee directors, or the Director Compensation Program, which governed our 2025 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.
As part of the Company's cost-reduction initiatives, the Board reduced annualized director compensation costs by approximately $780,000 in 2025 through:
Reducing the size of the Board by two directors (and a third director in 2026);
Reducing the aggregate annual director fees by $60,000 per paid director; and
Reducing both the annual cash retainer and annual restricted stock unit ("RSU") grant by $30,000 each.
Following these changes, approximately 70% of the annual board retainer is delivered in equity.
ANNUAL INDEPENDENT DIRECTOR COMPENSATION
ADDITIONAL ANNUAL CASH COMPENSATION
Lead Independent Director - $35,000
AUDIT COMMITTEE GOVERNANCE COMMITTEE
Chair - $25,000 Chair - $12,500
Member - $12,500 Member - $7,500
COMPENSATION COMMITTEE SUSTAINABILITY COMMITTEE
Chair - $15,000 Chair - $7,500
Member - $7,500 Member - $5,000
We pay an annual cash retainer of $40,000 to each director, as well as an additional annual cash retainer of $35,000 to our Lead Independent Director. All cash retainers are paid quarterly in arrears and prorated based on the number of days that a member serves in the applicable capacity. We also reimburse Independent Directors for reasonable travel expenses incurred in connection with attendance at full Board and committee meetings.
We grant an annual equity retainer in RSUs with a grant date fair value of $90,000 to each Independent Director who is elected at the annual meeting of stockholders. If an Independent Director is initially appointed other than at the annual meeting, their award is prorated. RSUs vest in three equal installments on the anniversary of the grant date, subject to continued service.
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 $500,000.
COMPENSATION OF DIRECTORS
The following table provides additional detail regarding the 2025 compensation of our non-employee directors:
STOCK
FEE PAID IN CASH
AWARDS
TOTAL
NAME(1)
($)(2)
($)(3)
($)
Theodore R. Antenucci
91,978
90,000
181,978
Ebs Burnough(4)
112,144
90,000
202,144
Jonathan M. Glaser(5)
69,478
90,000
159,478
Robert L. Harris II(6)
77,500
90,000
167,500
Mark D. Linehan(7)
76,467
90,000
166,467
Christy Haubegger(4)
117,666
90,000
207,666
Andrea Wong
67,500
90,000
157,500
Michael Nash(8)
68,869
90,000
158,869
Barry A. Sholem
67,508
90,000
157,508
T. Ritson Ferguson(7)
2,853
61,890 (9)
64,743
Jon E. Bortz(5)
-
41,671 (9)
41,671
Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2025 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 2025 is reflected in the Summary Compensation Table.
Reflects cash retainer fees actually paid in 2025.
Each non-employee director serving on our Board on May 14, 2025, the date of our 2025 Annual Meeting of Stockholders, received a grant of RSUs valued at $90,000 on the grant date, with the number of shares determined by dividing $90,000 by the closing price of our common stock on the grant date. 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 14, 2025, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of RSU awards granted in 2025 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 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 27, 2026. As of December 31, 2025, Messrs. Antenucci and Sholem, and Ms. Wong each held 9,762 RSUs, Mr. Harris held 9,069 RSUs, Mr. Nash held 8,715 RSUs,
Mr. Ferguson held 2,997 RSUs, and Mr. Bortz held 2,932 RSUs.
Mr. Burnough and Ms. Haubegger each resigned from our Board, effective June 25, 2025.
Mr. Glaser resigned from our Board effective December 2, 2025. In connection with Mr. Glaser's resignation, Mr. Bortz was appointed to our Board as his successor.
Mr. Harris was appointed as Lead Independent Director effective March 24, 2026.
Mr. Linehan resigned from our Board effective September 11, 2025. In connection with Mr. Linehan's resignation, Mr. Ferguson was appointed to our Board as his successor.
Mr. Nash will not stand for re-election at the 2026 Annual Meeting.
Upon Messrs. Ferguson and Bortz joining the Board in September 2025 and December 2025, respectively, each received a grant of 2,997 RSUs (adjusted to reflect the one-for-seven reverse stock split we completed on December 1, 2025) and 2,932 RSUs, respectively, representing a prorated portion of the annual RSU award granted to our non-employee directors on the date of our 2025 Annual Meeting.
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.
Certain directors were below these thresholds at year-end 2025 due solely to stock price fluctuations (and not due to the transfer or disposition of shares of common stock).
| EXECUTIVE OFFICERS
Hudson Pacific Properties, Inc.'s executive officers are as follows:
AGE: 64
OFFICER SINCE:
2010
DIRECTOR SINCE:
2010
Victor J. Coleman
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
Has served as Chief Executive Officer and as Chairman of the Board since the Company's IPO in 2010
Founder and former Managing Partner of Hudson Pacific's predecessor, Hudson Capital
Serves on the boards of Ronald Reagan UCLA Medical Center, Fisher Center for Real Estate & Urban Economics, Young Presidents' Organization Gold Los Angeles, Los Angeles Sports & Entertainment Commission and ChampionLA, as well as Nareit's Advisory Board of Governors
Member of the board of Kite Realty Group Trust; former board member of Douglas Emmett and other public companies
Recipient of the City of Hope Spirit of Life Award, Real Star of Hollywood Award, recognized as a Treasure of Los Angeles, and inducted into the NAIOP SoCal Hall of Fame
Holds an MBA from Golden Gate University and a BA in History from the University of California, Berkeley
AGE: 59
OFFICER SINCE:
2010
Mark T. Lammas
PRESIDENT AND TREASURER
Joined the Company's predecessor, Hudson Capital, in 2009; previously served as Chief Financial Officer and Chief Operating Officer
Former Executive Vice President of Maguire Properties, overseeing capital markets transactions and institutional partnerships
Previously served as General Counsel of Maguire Properties and later held additional senior executive roles following its 2003 IPO
Former attorney at Cox, Castle & Nicholson LLP, specializing in real estate transactions and structuring
Member of the UC Berkeley Political Economy Advisory Board
Earned a JD from UC Berkeley School of Law (Prosser Award in Land Use Law) and a BA in Political Economy from UC Berkeley (summa cum laude, Phi Beta Kappa)
AGE: 51
OFFICER SINCE:
2010
Harout K. Diramerian
CHIEF FINANCIAL OFFICER
Previously served as Chief Accounting Officer
Responsible for finance and accounting functions
Former Vice President of Finance and Analysis at Thomas Properties Group, focusing on forecasting and financial analysis
Prior experience with Nanas Stern Biers Neinstein & Co., Arthur Andersen, and KPMG
Holds a BA in Business Economics with an emphasis in Accounting from the University of California, Santa Barbara
AGE: 59
OFFICER SINCE:
2011
Drew B. Gordon
CHIEF INVESTMENT OFFICER
Previously served as Executive Vice President for California Office Operations
Responsible for acquisitions and dispositions
Former Executive Vice President and Chief Investment Officer at Venture Corporation
Founder of Gordon Realty Investments
Held senior roles at ATC Partners, SKS Investments, and Hines
Serves on the board of City of Hope Real Estate Council; former board member of NAIOP San Francisco Bay Area and current Advisory Council member
Graduated with honors from the University of Western Ontario with a Bachelor of Arts in Urban Development
AGE: 61
OFFICER SINCE:
2010
Arthur X. Suazo
EXECUTIVE VICE PRESIDENT, LEASING
Oversees leasing activities for the Company's office portfolio
Former Director of Brokerage Services at Cushman & Wakefield
Previously served as Senior Portfolio Leasing Manager at Arden Realty and worked in Corporate Services at Julien J. Studley, Inc.
Member of the Los Angeles Commercial Real Estate Association and the International Council of Shopping Centers
Former board member of CareAmerica Federal Credit Union and the Collegiate Search Youth Foundation
Earned a BA in Business and Healthcare Management from California State University, Northridge
AGE: 50
OFFICER SINCE:
2017
Andrew L. Wattula
CHIEF OPERATING OFFICER
Oversees operations across the Company's office portfolio
Former Senior Vice President at Beacon Capital Partners, overseeing asset management, operations, acquisitions, and development
Prior experience includes roles at Hines
Served as a Naval Flight Officer in the U.S. Navy
Holds a BA in Psychology from Vanderbilt University and an MBA from Harvard Business School
AGE: 48
OFFICER SINCE:
2010
Kay L. Tidwell
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL, CHIEF RISK OFFICER AND SECRETARY
Oversees corporate legal matters, governance, SEC and NYSE compliance, insurance, litigation, and outside counsel
Former attorney at Latham & Watkins LLP, including work on Hudson Pacific's IPO
International legal experience including Deutsche Bank and advisory role to the German Federal Ministry of Justice
Board member of RF Industries, Ltd.
Board member of Elemental Music and member of the Women's Leadership Council of Los Angeles; former Chair of the Nareit Corporate Governance Council
Holds a BA in English from Yale College (magna cum laude) and a JD from Yale Law School
AGE: 58
OFFICER SINCE:
2010
Dale Shimoda
EXECUTIVE VICE PRESIDENT, FINANCE
Served as a consultant to the Company's predecessor, Hudson Capital
Oversees tax, compliance, and regulatory matters
Previously Vice President of Acquisitions at Arden Realty
Prior experience includes capital transactions at Yarmouth Group and consulting roles at Ernst & Young and Robert Charles Lesser & Co.
Holds a BS from the University of California, Berkeley, Haas School of Business
| PROPOSAL NO. 2 -
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 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.
Pursuant to Section 14A(a)(1) of the Exchange Act, this resolution allows stockholders to cast an advisory, non-binding vote to approve the compensation of our NEOs as disclosed in this Proxy Statement. Although the vote is not binding, the Compensation Committee, which oversees our executive compensation program, values stockholder feedback and will consider the results in future compensation decisions.
Approval requires the affirmative vote of a majority of the votes cast (assuming a quorum is present). Abstentions and broker non-votes will not affect the outcome, as they are not considered votes cast, though they count toward establishing a quorum. Unless otherwise directed, properly executed and unrevoked proxies will be voted "for" Proposal 2.
"RESOLVED, that the stockholders of Hudson Pacific Properties, Inc. approve, on an advisory basis, the 2025 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 2026 Annual Meeting of Stockholders."
FOR
The Board unanimously recommends a vote "FOR" the advisory approval of the compensation of our NEOs for the fiscal year ended December 31, 2025, as more fully disclosed in this Proxy Statement.
| LETTER FROM OUR COMPENSATION COMMITTEE
DEAR FELLOW STOCKHOLDERS,
As members of the Compensation Committee, we oversee the design and administration of the executive compensation program that supports Hudson Pacific Properties' corporate strategy, attracts and retains talented leaders, and aligns pay outcomes with stockholder interests. A key part of our role is considering feedback from our stockholders.
Following the outcome of our 2025 say on pay vote, the Compensation Committee significantly expanded its stockholder outreach efforts to better understand investor perspectives regarding the Company's executive compensation program. We carefully considered this feedback, and the actions below reflect our commitment to responsiveness, simplicity and disciplined compensation governance:
Eliminating front-loaded equity awards structure for 2026, returning to a more traditional annual equity framework
Voluntary forfeiture of 2024 performance-based equity awards by our CEO, President and CFO, with no replacement awards granted
No equity awards in 2025 for our CEO, President and CFO
Reducing compensation levels , including funding 2025 bonuses below target and significantly reducing 2026 target compensation
Enhancing disclosure to provide clearer insight into how compensation is structured and realized over time
The following Compensation Discussion and Analysis explains our 2025 executive compensation decisions, including what we pay and why. Our program emphasizes transparent, performance-based pay with a strong focus on long-term results. A significant portion of compensation is equity-based, aligning realized pay with stockholder outcomes. The Compensation Committee believes this approach supports accountability, prudent risk management, sustained performance, and executive retention.
We remain committed to ongoing stockholder engagement and will continue to evaluate and refine our compensation program in response to feedback and evolving executive compensation best practices.
Sincerely,
Robert L. Harris II Lead Independent Director and Committee Chair
Theodore R. Antenucci
Independent Director
Jon Bortz
Independent Director
| COMPENSATION DISCUSSION AND ANALYSIS
Our Compensation Discussion and Analysis ("CD&A") describes Hudson Pacific Properties' 2025 executive compensation program for the named executive officers ("NEOs") listed below. Although Mark Lammas is not considered an NEO for 2025 under SEC rules (solely due to the absence of an equity award, which was forfeited in 2025), we have included his compensation information to provide a more complete understanding of our executive compensation program. Unless otherwise noted, references to "NEOs" in this proxy statement include the following individuals:
NAME
AGE
POSITION
Victor J. Coleman
64
Chief Executive Officer and Chairman of the Board
Mark T. Lammas
59
President and Treasurer
Harout K. Diramerian
51
Chief Financial Officer
Arthur X. Suazo
61
Executive Vice President, Leasing
Drew B. Gordon
59
Chief Investment Officer
Andrew L. Wattula
50
Chief Operating Officer
2025 marked a pivotal year as we strengthened our capital structure, improved efficiency, and positioned the Company to benefit from a recovering office and studio market. These actions reflect our commitment to disciplined capital allocation, strong execution, and stockholder alignment, while advancing priorities that support near- and long-term value creation.
Strong Leasing Execution
We signed over 2.2 million square feet of office leases in 2025, representing our strongest leasing performance since 2019 and reflecting our focused efforts to drive new activity and existing tenant engagement. As a result, we achieved positive net absorption in both the third and fourth quarters as our in-service office occupancy increased 120 basis points between 2Q and 4Q25. Lease economics showed signs of improvement with full-year GAAP and cash rent spreads improving year-over-year by 370 and 230 basis points, respectively, and our trailing 12-month average lease term extending to 6.8 years as of fourth quarter 2025. Our leasing pipeline reached 2.3 million square feet by year-end, while aggregate square feet of tours at our properties increased 40% year-over-year.
Streamlined Studio Business
In 2025, the Company took multiple steps to optimize performance of its studio business in alignment with recalibrating production levels. Quixote, our production services business, implemented $25.0 million of annualized cost savings, including ceasing operations in the secondary U.S. production markets of New Orleans, Louisiana and Albuquerque, New Mexico. Production activity continues to concentrate in well-located, premium facilities, which contributed to leasing momentum within our owned studio properties. At year-end, stages in our Hollywood, California studios were 86.2% leased on a trailing 12-month basis (up 940 basis points year-over-year). We also delivered our Sunset Pier 94 Studios development in Manhattan, New York on time and under budget with stages fully leased within the first quarter of operations.
Enhanced Operational Efficiency
In 2025, we undertook a series of initiatives designed to streamline operations and improve efficiency, many of which specifically addressed the high priority of reducing G&A expense. These included the voluntary forfeiture of front-loaded performance unit awards by our top three NEOs, reduction in our board size and related fees paid, and changes to our executive compensation program to further align with strategic priorities. Collectively, these actions resulted in $20.8 million(1) in total G&A savings in 2025, with additional savings expected in future periods.
Fortified Balance Sheet
We executed over $2.0 billion of capital transactions and $328.0 million of asset sales to improve financial flexibility, resulting in a 22% reduction in net debt and near doubling of total liquidity to $933.7 million at year-end. Highlights included a transformative $690.0 million equity capital raise, including a $300.0 million cornerstone investment from Cohen & Steers; a $475.0 million CMBS financing of a portfolio of six office properties with a portion of net proceeds used to fully repay
$465.0 million of private placement notes; and the amendment and extension of our revolving credit facility with total capacity of $795.3 million through year-end 2026 and $462 million through year-end 2029.
$20.8 million comprised of executive forfeiture of performance unit awards ($14.3 million) and $6.5 million year-over-year improvement in reported full-year G&A.
At our 2025 Annual Meeting, our say-on-pay proposal received approximately 35% support. We took this result seriously and engaged directly with stockholders to understand their concerns. The Compensation Committee believes the actions taken in 2025 and the redesigned 2026 program simplify our compensation structure, strengthen alignment with stockholder interests, and reinforce a disciplined pay-for-performance philosophy. We remain committed to ongoing stockholder engagement and continuous improvement of our compensation program.
STOCKHOLDER CONCERN
ACTIONS TAKEN
IMPACT
Magnitude of Reported Compensation
Investors expressed concern regarding the level of reported compensation, particularly in light of Company performance and market conditions
Voluntary forfeiture of 2024 performance-based equity awards by CEO, President and CFO
Funded 2025 bonuses at 20% below target levels
Actions resulted in reduced actual 2025 bonus payouts by 36% compared to 2024
Redesigned 2026 plan, reducing CEO target compensation by 38%, and reduced target long-term incentive award values for all NEOs
Meaningful reduction in both target and realized compensation levels
Reinforced alignment between pay outcomes and Company performance
Demonstrated responsiveness to stockholder concerns regarding pay magnitude
Use of Front-Loaded Equity Awards
Investors indicated the structure and disclosure of front-loaded awards were difficult to understand and expressed a preference for annual awards
Eliminated front-loaded equity award structure for 2026
Adopted a simplified annual equity grant approach beginning in 2026
Redesigned long-term incentive program with clear TSR-based metrics
Significantly improved transparency and
understandability of the program
Enhanced investor confidence in compensation design
Pay-for-Performance Alignment
Stockholders emphasized the importance of strong linkage between pay outcomes and Company performance, including downside risk
Reduced bonus payouts to reflect stock price performance
Implemented new framework for 2026 with increased emphasis on performance-based equity tied to absolute and relative TSR
2026 framework also reduces maximum payout opportunities to 150% of target
Maintained multi-year vesting and post-vest holding requirements (consistent with prior years)
Greater proportion of compensation at risk
Stronger alignment between realized pay and stockholder returns
Reinforced long-term focus of the program
Cost Discipline and G&A Reduction
Investors highlighted the importance of prudent cost management, including executive compensation
Implemented compensation-related cost reductions as part of broader G&A initiatives
Eliminated personal use of Company-sponsored aircraft arrangements
Reduced Board size and director compensation
Forfeiture of performance-based awards contributed to cost savings
$20.8M in total G&A savings in 2025
Demonstrated commitment to cost discipline across the organization
Aligned executive compensation actions with broader Company cost initiatives
Trans parency and Disclosure
Investors requested clearer disclosure of how compensation is structured and how outcomes are realized over time
Enhanced CD&A disclosure, including new sections on compensation perspectives and pay-for-performance alignment
Provided forward-looking disclosure of 2026 compensation program
Clarified differences between reported and realizable compensation
Improved clarity and transparency for investors
Enabled better understanding of compensation outcomes and program design
Disclaimer
Hudson Pacific Properties Inc. published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2026 at 00:23 UTC.