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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.      )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under § 240.14a-12
Hudson Pacific Properties, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
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(2)
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(3)
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(4)
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(5)
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
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DEAR FELLOW STOCKHOLDER:
On behalf of the Board of Directors of Hudson Pacific Properties, Inc., I invite you to attend our Annual Meeting of Stockholders on Thursday, May 20, 2021 at 9:00 a.m. (PDT). The meeting will be held by remote means in consideration of COVID-19 precautions. Please see page 5 of the Proxy Statement for information on how to vote, as well as access to the virtual meeting.
2020 was a year of unprecedented challenges, and I am incredibly proud of the entire Hudson Pacific team’s agility in navigating the obstacles presented. The Company did not miss a beat, as evidenced by our many accomplishments from the year. From the onset of the pandemic, we prioritized the safety of our employees and tenants, as well as the health of our communities. Our portfolio remained open and fully operational as we swiftly implemented industry-leading protocols. We donated $100,000 to organizations working at the intersection of COVID-19 and homelessness, and $650,000 to local artists impacted by COVID-19 through the Vibrant Cities Arts Grant. We also provided hundreds of meals to frontline workers.
Our markets remain the center of gravity for the media and technology industries, both of which have only accelerated as a result of the pandemic. Even with the preponderance of our tenants’ personnel working from home, in 2020 we leased over 800,000 square feet with sizeable rent spreads. The exceptional quality of our tenant base was further reinforced by strong rent collections, with 98% collected during the three quarters of 2020 impacted by COVID, including 99% of office and 100% of studio rents. Our development projects progressed unabated. We completed Harlow, kept our fully leased One Westside project on time and on budget, and secured entitlements to build another nearly 480,000 square feet at Sunset Gower Studios. We significantly expanded our Seattle footprint with the acquisition of 1918 Eighth. Our joint venture with Blackstone allowed us to monetize a portion of our Hollywood properties, generating nearly $1.3 billion of recapitalization proceeds and strengthening our balance sheet and liquidity position.
In 2020, we also launched our Better BlueprintTM platform, further elevating Hudson Pacific as a leader in ESG in the real estate industry and beyond. We achieved 100% carbon neutral operations, and earned several accolades, including ENERGY STAR Partner of the Year and a GRESB 5-Star rating. We strengthened our commitment to diversity and inclusion by recruiting another talented woman to our Board, implementing related educational programming for our employees, and making meaningful charitable contributions to organizations addressing homelessness, racial equity, and health and wellness in our core markets.
The rollout of the COVID-19 vaccine has given us line of sight on getting our tenants and their employees safely back into their offices. Our specialty has been, and will continue to be, leasing workspace to the world’s most innovative businesses. Their success, as well as our own, is largely attributable to the collaboration, culture and inspiration fostered through the office environment.
We value your engagement, and we thank you for your continued support of Hudson Pacific Properties.
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Sincerely yours,
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Victor J. Coleman
Chief Executive Officer and
Chairman of the Board of Directors

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
Please join us for the 2021 Annual Meeting of Stockholders of Hudson Pacific Properties, Inc., a Maryland corporation. The meeting will be held at 9:00 a.m. (PDT), on Thursday, May 20, 2021, and will be conducted virtually due to the COVID-19 pandemic to ensure the health and safety of our stockholders, employees and directors.
At the 2021 Annual Meeting of Stockholders, our stockholders will consider and vote on the following matters:
1
The election of 10 directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies;
2
The approval of the Second Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan;
3
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
4
The advisory approval of the Company’s executive compensation for the fiscal year ended December 31, 2020, as more fully disclosed in the accompanying Proxy Statement; and
5
Any other business properly introduced at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
You must own shares of Hudson Pacific Properties, Inc. common stock at the close of business on March 22, 2021, the record date for the 2021 Annual Meeting of Stockholders, or hold a proxy from such a record holder, to attend and vote at the Annual Meeting or at any adjournments or postponements of the Annual Meeting. You will be able to attend the Annual Meeting via live webcast, submit your questions and vote your shares during the meeting by visiting www.meetingcenter.io/235810098. The password for the meeting is HPP2021. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions outlined in the accompanying Proxy Statement. Regardless of whether you will attend, please authorize your proxy electronically through the Internet or by telephone or by completing and mailing your proxy card so that your votes can be cast at the Annual Meeting in accordance with your instructions. For specific instructions on authorizing a proxy, please refer to your proxy card. Authorizing a proxy in any of these ways will not prevent you from voting at the 2021 Annual Meeting of Stockholders if you are a stockholder of record as of the record date for the Annual Meeting or if you hold a proxy from a record holder.
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By Order of the Board of Directors,
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Kay L. Tidwell
Executive Vice President,
General Counsel, Chief Risk Officer and Secretary
This Proxy Statement and accompanying proxy card are available beginning April 1, 2021 in connection with the solicitation of proxies by the Board of Directors of Hudson Pacific Properties, Inc. for use at the 2021 Annual Meeting of Stockholders, which we may refer to alternatively as the “Annual Meeting.” We may refer to ourselves in this Proxy Statement alternatively as the “Company,” “we,” “us” or “our” and we may refer to our Board of Directors as the “Board.” A copy of our Annual Report to Stockholders for the 2020 fiscal year, including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder.
Important Notice Regarding Availability of Proxy Materials for the Stockholder Meeting to be Held on May 20, 2021: The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2020 Annual Report are available at www.edocumentview.com/HPP.

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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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TABLE OF CONTENTS
1
5
6
12
21
22
23
Board Leadership and Structure 23
Role of the Board in Risk Oversight 24
Executive Sessions of Non-Management Directors 24
Board Meetings and Attendance 24
Board Committees 24
Director Compensation 27
Nomination Process for Director Candidates 29
Communications with the Board 30
Code of Business Conduct and Ethics 31
Corporate Responsibility 31
34
Audit Committee Pre-Approval Policy 34
Principal Accountant Fees and Services 34
35
36
38
Executive Compensation 38
Summary Compensation Table 58
Grants of Plan-Based Awards in 2020 59
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2020 Table 60
Outstanding Equity Awards at 2020 Fiscal Year-End 62
2020 Option Exercises and Stock Vested 63
Summary of Potential Payments upon Termination or Change in Control 63
CEO Pay Ratio 69

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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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70
71
72
Compensation Committee Report 72
Compensation Committee Interlocks and Insider Participation 72
73
75
Review and Approval of Transactions with Related Parties 75
76
Householding of Proxy Materials 76
Stockholder Proposals 76
Incorporation by Reference 77
Other Matters 77
78
A-1
Funds from Operations A-1
Net Operating Income A-2
Appendix B – Second Amended and Restated 2010 Incentive Award Plan
B-1
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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PROXY SUMMARY
2020 BUSINESS AND PERFORMANCE HIGHLIGHTS
Despite the headwinds of the pandemic, 2020 was another successful year for Hudson Pacific Properties, marked by significant AFFO growth. Leasing momentum remained relatively strong, as did rent collections among office and studio tenants. The Company significantly de-levered its balance sheet while extending its average debt maturity. We also formalized our Better BlueprintTM corporate responsibility platform, setting and making significant progress on primary goals to be achieved by 2025. Our seasoned management team continues to execute on our strategic priorities, all aimed at creating long-term value.
+
Although net income decreased 71% to $16.4 million, AFFO increased by 40% to $55.9 million(1)
+
Grew same-store office cash NOI by 0.6%
+
Collected 98% of our rents during the three quarters of 2020 impacted by COVID, including 99% of office and 100% of studio rents
+
Signed more than 800,000 square feet of office leases with 21.5% GAAP and 14.3% cash rent growth
+
Maintained strong stabilized and in-service office portfolio leased percentages of 94.5% and 93.5%, respectively
+
Achieved 100% carbon neutral operations
+
Completed Harlow and kept One Westside on time and on budget
+
Obtained entitlements to build another 479,000 square feet at Sunset Gower Studios
+
Sold a 49% interest in our Hollywood Media Portfolio to Blackstone, generating $1.3 billion of recapitalization proceeds
+
Acquired a 668,000-square-foot Class A office tower in Seattle through a joint venture
+
Repurchased 3.5 million shares of our stock
+
Ended the year with 42.3% debt to total market capitalization
+
Ended the year with over $1.0 billion of liquidity and no material maturities until 2023
(1)
Refer to Appendix A for our definition of AFFO and a reconciliation of net income to AFFO, excluding specified items.
Our stock price in 2020 was materially impacted by COVID-19. Notwithstanding this fact, our long-term results have historically been strong, consistently delivering exceptional total shareholder return, or TSR, and outperforming the office REIT sector, our peer group and the broader REIT industry.
The following table shows our three-year TSR performance as of December 31, 2020 as compared to our historical three-year TSR performance at year-end over the prior five years and illustrates that prior to COVID-19, our TSR performance had consistently been at the top of the market.
TOTAL STOCKHOLDER RETURNS(1)(2)
3-YEAR TSR as of December 31:
2020
2019
2018
2017
2016
2015
SNL Equity 16%
SNL Equity 33%
HPP 13%
HPP 23%
HPP 70%
HPP 42%
Peer Group (16%)
HPP 18%
SNL Equity 12%
Peer Group 22%
Peer Group 47%
Peer Group 40%
SNL Office (16%)
Peer Group 17%
Peer Group 5%
SNL Equity 21%
SNL Office 42%
SNL Equity 36%
HPP (22%)
SNL Office 8%
SNL Office (6)%
SNL Office 16%
SNL Equity 43%
SNL Office 35%
(1)
Represents the three-year TSR per S&P Global Market Intelligence as of December 31st each year.
(2)
Peer Group data excludes companies that did not trade publicly for the entire period referenced and includes the designated peers at the time of disclosure.
KEY:
HPP: Hudson Pacific Properties
Peer Group: Median (see page 46 for peers)
SNL Equity: SNL U.S. REIT Equity Index
SNL Office: SNL U.S. REIT Office Index
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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2020 COMPENSATION HIGHLIGHTS
The Compensation Committee of the Board (or Compensation Committee) believes that an executive compensation program that strongly links both the short- and long-term performance of the Company and the compensation of our executive officers is a key driver of our financial success. The Compensation Committee designed our 2020 executive compensation program to emphasize the relationship between compensation earned and our financial, operational (including environmental, social and governance (ESG) factors), strategic and long-term TSR performance.
Pay-Performance Alignment
+
90% of our CEO’s 2020 total annual compensation was variable and performance-based (82% on average for our other named executive officers, or NEOs)
+
37% of our CEO’s 2020 total annual compensation will only be earned if significant TSR-based performance goals are achieved (32% on average for our other NEOs)
Impact of Covid-19 on Compensation
+
Cash bonuses funded at significantly lower levels compared to prior years, which resulted in our CEO’s 2020 cash bonus payout decreasing 13% year-over-year
+
Outstanding performance-based equity awards lost significant value, including the 2018 OPP which had a performance period that concluded December 31, 2020. As of December 31, 2019, the 2018 OPP was tracking to earn close to a maximum payout, but ultimately was earned at only 8% of total potential value, which resulted in a loss of  $21,529,214 dollars for all plan participants and $5,166,987 for our CEO
+
Demonstrating the alignment between our compensation program and TSR performance, our CEO’s total realized compensation for 2020 is $6,483,709 as compared to reported value of  $9,487,250
Strong Compensation Governance
+
Mandatory holding period for equity of three years beyond the vesting date of time-based restricted stock awards and two years beyond the vesting date of any units earned under the 2020 Performance Unit program
+
Clawback policy that covers incentive-based compensation paid to executive officers
+
Stock ownership guidelines for executives and directors, with ownership requirement of 10x base salary for the CEO
+
Double-trigger change-in-control provisions and no excise tax gross-ups
+
Anti-hedging and anti-pledging policies that prohibit executives and directors from hedging and pledging our securities
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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CORPORATE GOVERNANCE HIGHLIGHTS
Our Board of Directors is committed to sound corporate governance and ensuring full compliance and accountability to stockholders in accordance with all laws and regulations. Dedication to these principles and the highest ethical standards are essential to both short- and long-term value creation and preservation. The Company adheres to the following best practices:
Stockholder Rights
+
No staggered board (annual election of all directors)
+
Annual “Say-On-Pay” voting
+
Majority voting in uncontested director elections
+
Active stockholder engagement
+
No stockholder rights plan
Independent Oversight
+
Majority (90%) of directors are independent
+
Lead Independent Director, responsible for leading regularly scheduled executive sessions of independent directors
+
Robert L. Harris II selected as our new Lead Independent Director, effective January 1, 2021, succeeding Barry A. Porter after a three-year term
+
All Audit, Compensation, Governance and Investment Committee members are independent
+
Commitment to Board refreshment with three new independent directors since 2017
+
Independent director tenure averages 7.3 years
+
Active board oversight as it relates to corporate strategy and risk management
+
“Audit Committee Financial Expert”
Policies
+
Clawback policy
+
Anti-hedging policy
+
Anti-pledging policy
+
Robust stock ownership requirements for NEOs, and all executive officers and directors, with 100% compliance (except for new NEOs who have four years to meet requirements)
+
Commitment to Board diversity
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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CORPORATE RESPONSIBILITY HIGHLIGHTS
We enhanced and formalized our corporate responsibility platform in 2020, introducing our Better BlueprintTM, which serves as the foundation of the Company’s work related to ESG issues. Significant milestones and accomplishments for the year include:
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For more information on Better BlueprintTM see page 31 of the Proxy Statement.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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VOTING INFORMATION
MATTERS TO BE VOTED ON AT OUR 2021 ANNUAL MEETING
PROPOSAL
BOARD RECOMMENDATION
PAGE
Proposal No. 1: Election of Directors
FOR each nominee
6
Proposal No. 2: Approval of the Second Amended and Restated 2010 Incentive Award Plan
FOR
12
Proposal No. 3: Ratification of Independent Registered Public Accounting Firm
FOR
21
Proposal No. 4: Advisory Approval of Executive Compensation
(“Say-On-Pay Vote”)
FOR
22
VOTE REQUIRED TO APPROVE AN ITEM OF BUSINESS
To be elected as a director (Proposal No. 1), a nominee must receive the affirmative vote of a majority of all the votes cast “for” and “against” the election of such nominee in the election of directors.
To approve the Second Amended and Restated 2010 Incentive Award Plan (Proposal No. 2), to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 3) and to adopt the resolution regarding the advisory approval of executive compensation (Proposal No. 4), the affirmative vote of a majority of the votes cast on the proposal is required.
HOW TO VOTE
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Internet
Visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the web page.
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Mail
Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.
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Phone
If your shares are held in the name of a broker, bank or other nominee: Follow the telephone voting instructions, if any, provided on your proxy card. If your shares are registered in your name: Call 1-800-652-VOTE (8683) and follow the telephone voting instructions. You will need the control number that appears on your proxy card when you call.
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Live Webcast
You may attend the virtual Annual Meeting by webcast and vote your shares. The live webcast may be accessed by visiting www.meetingcenter.io/235810098 and entering password HPP2021
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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PROPOSAL NO. 1—ELECTION OF DIRECTORS
At the Annual Meeting, our stockholders will be entitled to elect 10 directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. The Board has nominated Victor J. Coleman, Theodore R. Antenucci, Karen Brodkin, Richard B. Fried, Jonathan M. Glaser, Robert L. Harris II, Christy Haubegger, Mark D. Linehan, Barry A. Porter and Andrea Wong for election as directors. Mr. Moran, who is currently serving on the Board and whose term is expiring on the date of the Annual Meeting, is not standing for re-election at the Annual Meeting. It is expected that, effective upon the expiration of Mr. Moran’s term, the size of the Board will be reduced from 11 to 10 directors. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and ethnicity. The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee, or the Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, ability to make independent and analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Hudson Pacific Properties, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires and his or her successor is elected and qualifies.
Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.
The Board unanimously recommends that the stockholders vote “FOR” the 10 director nominees.
MEMBERS OF THE BOARD OF DIRECTORS
NAME
AGE
AUDIT
COMMITTEE
COMPENSATION
COMMITTEE
GOVERNANCE
COMMITTEE(1)
INVESTMENT
COMMITTEE
SUSTAINABILITY
COMMITTEE
Victor J. Coleman*
59
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Theodore R. Antenucci
56
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Karen Brodkin
56
Richard B. Fried
53
Chairperson
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Jonathan M. Glaser
58
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Robert L. Harris II
62
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Christy Haubegger
52
Chairperson
Mark D. Linehan
58
Chairperson
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Robert M. Moran, Jr. (2)
58
Chairperson
Barry A. Porter
63
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Andrea Wong
54
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*
Chief Executive Officer and Chairman of our Board

Independent within the meaning of applicable NYSE listing standards and SEC rules
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Committee member
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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(1)
It is anticipated that, effective as of the date of the Annual Meeting, the following changes will be made to the composition of the Governance Committee: (i) Mr. Moran, upon his retirement from the Board, will no longer serve as a member or Chairperson of the Governance Committee, (iii) Ms. Wong will succeed Mr. Moran as Chairperson of the Governance Committee, and (iii) Ms. Brodkin will be added as a member.
(2)
Mr. Moran’s term expires on the date of the Annual Meeting, and he will not stand for re-election at the Annual Meeting.
PROFILE OF NOMINEES(1)
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(1)
Excludes our CEO
DIRECTOR NOMINEE SKILLS AND EXPERIENCE
EXECUTIVE
LEADERSHIP
EXPERIENCE
PUBLIC
COMPANY
BOARD
EXPERIENCE
KEY INDUSTRY
EXPERIENCE(1)
KEY
MARKETS
EXPERTISE(2)
FINANCIAL
EXPERTISE(3)
CAPITAL
MARKETS
EXPERTISE
ADVANCED
DEGREE/​
PROFESSIONAL
ACCREDITATION
Coleman
Antenucci
Brodkin
Fried
Glaser
Harris
Haubegger
Linehan
Porter
Wong
(1)
Media, Tech or Real Estate Industry Experience
(2)
Los Angeles, Silicon Valley, San Francisco, Seattle or Vancouver Market Experience
(3)
Finance or Accounting Expertise
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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DIRECTOR BIOGRAPHICAL INFORMATION
Victor J. Coleman
Age: 59
Director Since: IPO
Mr. Coleman serves as Chief Executive Officer and Chairman of our Board, and has been a member of the Board since our IPO. Prior to the formation of our Company, Mr. Coleman founded and served as a managing partner of our predecessor, Hudson Capital, LLC, a private real estate investment company based in Los Angeles, California. In 1990, Mr. Coleman co-founded and led Arden Realty, Inc. as its President and Chief Operating Officer and as a director, taking that company public on the NYSE in 1996 and selling it in 2006. Mr. Coleman is an active community leader, and is on the Founding Board of Directors for the Ziman Center for Real Estate (from 2004 to the present) at the UCLA Anderson School of Management, and also serves on the Boards of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission and the Los Angeles Chapter of the World Presidents’ Organization. In 2015, Mr. Coleman was awarded the City of Hope’s 2015 Spirit of Life Award presented by the Los Angeles Real Estate & Construction Industries Council, and the 2019 Real Star of Hollywood Award from the Friends of the Hollywood Central Park. Mr. Coleman’s experience as a director also includes service on the board of other publicly traded real estate investment trusts, or REITs, such as Douglas Emmett, Inc. (from 2006 to 2009) and Kite Realty (since 2012), where he currently serves as a member of both its compensation committee and nominating and corporate governance committee. Mr. Coleman is also an investor in the Vegas Golden Knights, a National Hockey League team. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Arts in History from the University of California, Berkeley. Mr. Coleman serves on our Sustainability Committee, and was selected by our Board to serve as a director based on his deep knowledge of our Company and his experience in the real estate investment industry.
Theodore R.
Antenucci
Age: 56
Director Since: IPO
Mr. Antenucci has served as a member of our Board since our IPO. Since March 2011, Mr. Antenucci has served as President and Chief Executive Officer of Catellus Development Corporation, a leading national land developer. Until June 2011, Mr. Antenucci was also President and Chief Investment Officer of ProLogis, as well as a member of its Executive Committee. ProLogis is a global provider of distribution facilities with over $32 billion in real estate assets under management. He also served on the Board of Directors for ProLogis European Properties, a public fund trading on the Euronext stock exchange in Amsterdam, from 2009 through June of 2011. Before joining ProLogis in September 2005, Mr. Antenucci served as President of Catellus Commercial Development Corp., and was responsible for all development, construction and acquisition activities. Additionally, Mr. Antenucci has served on the Board of Trustees of the Children’s Hospital Colorado Foundation since December of 2010. Mr. Antenucci was also appointed to the Board of Directors of Iron Mountain, Inc. in June of 2011 and he serves on the Audit Committee. He earned a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara. Mr. Antenucci was selected by our Board based on his experience as an executive and board member of a REIT and his extensive real estate and development expertise in the Southern California market. He is a member of the Audit and Investment Committees of our Board.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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Karen Brodkin
Age: 56
Director Since:
January 2021
Ms. Brodkin was appointed to serve as a member of our Board in December 2020 with her term commencing on January 1, 2021. She currently serves as Executive Vice President of Content Strategy & Development at Endeavor and Co-Head of WME SPORTS where she has worked since 2014. Previously, Ms. Brodkin worked for Fox Networks Group starting in 1999 where she served as the Executive Vice President of Business and Legal Affairs from 2007 until 2014. In this role she oversaw the business and legal affairs team that negotiated professional and collegiate media rights acquisitions, talent and marketing agreements. Before that, Ms. Brodkin spent five years as an entertainment attorney at two Los Angeles-based entertainment firms, where she represented talent and studio clients. Ms. Brodkin currently serves on the Sports and Entertainment Leadership Council for Los Angeles Children’s Hospital, the Los Angeles Leadership Committee of the U.S. Soccer Foundation and the board of the Harvard Kennedy School, Women and Public Policy Program, Women’s Leadership Board. She is the former Chairperson of the Board of Directors of the Los Angeles Sports Council. In April 2015, Ms. Brodkin was honored by Los Angeles Family Housing for her work in helping families transition out of homelessness and poverty, and in June 2015 joined their board of directors, where she continues to serve. Ms. Brodkin received her Juris Doctor from the University of California, Hastings College of the Law, where she graduated Order of the Coif, and graduated from the University of California, Berkeley, where she earned a Bachelor of Arts degree with dual majors in Political Science and Art History. She was selected by our Board to serve as a director based on her expertise in the entertainment industry and professional relationships.
Richard B. Fried
Age: 53
Director Since: IPO
Mr. Fried has served as a member of our Board since our IPO. His selection as a member of our Board was made in connection with the negotiation of our formation transactions. Mr. Fried is currently a Managing Member and head of the real estate group at Farallon Capital Management, L.L.C., an investment management company that he has been with since 1995. Mr. Fried also currently serves as a Board Member of Beneficial State Bank, a position he has held since the bank’s inception in 2007 and a board member of Playa Hotels & Resorts, N.V., a position he has held since 2018. Previously, Mr. Fried was a Vice President in acquisitions for Security Capital Industrial Trust (now called ProLogis), a REIT specializing in industrial properties. He has also worked as an associate in capital markets at JMB Institutional Realty Corporation. Mr. Fried graduated from the University of Pennsylvania with a Bachelor of Science degree in Economics and a Bachelor of Arts degree in History. Our Board has determined that Mr. Fried should serve as a director based on his familiarity with our Company since inception and his experience in the real estate investment industry. Mr. Fried serves as Chairperson of the Compensation Committee.
Jonathan M. Glaser
Age: 58
Director Since: IPO
Mr. Glaser has served as a member of our Board since our IPO. Mr. Glaser has been Managing Member of JMG Capital Management LLC since he founded the company in 1992. JMG Capital Management LLC is the General Partner of JMG Capital Partners, L.P., an investment limited partnership that has been a leader in various capital market strategies, private placements and additional financing strategies. Prior to founding JMG, Mr. Glaser was a member floor trader on both the American Stock Exchange and Pacific Stock Exchange. Mr. Glaser received a Juris Doctor degree from the Boalt Hall School of Law at the University of California, Berkeley, as well as a Bachelor of Arts degree from the University of California, Berkeley. Our Board has determined that Mr. Glaser should serve as a director based on his capital markets expertise, as well as his extensive experience in portfolio management, financial oversight and directorship service. Mr. Glaser is a member of our Audit Committee.
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Proxy Statement  |  2021
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Robert L. Harris II
Age: 62
Director Since: December 2014
Mr. Harris has served as a member of our Board since December 2014. He most recently served as Chairman of Acacia Research Corporation, where he served as a director since 2000, as President from 2000 to 2012 and as Executive Chairman of the Board from 2012 to 2016. Mr. Harris previously served as President and a director of Entertainment Properties Trust, a publicly traded entertainment, recreation and specialty real estate company which Mr. Harris founded, from 1997 to 2000. From 1993 to 1997, he led the International Division and served as Senior Vice President of AMC Entertainment. From 1984 to 1992, Mr. Harris served as President of Carlton Browne and Company, Inc., a holding company and trust with assets in real estate, insurance and financial services. He has also served on the boards of the George L. Graziadio School of Business and Management at Pepperdine University, CombiMatrix Corporation, True Religion Brand Jeans, the USA Volleyball Foundation and Imperial Bancorp. Our Board has determined that Mr. Harris should serve as a director on our Board based on his experience with REITs and as a member of senior management at both publicly traded and privately held companies. Mr. Harris is a member of our Compensation Committee and he serves as our Lead Independent Director.
Christy Haubegger
Age: 52
Director Since:
March 2019
Ms. Haubegger has served as a director since March 2019. She is currently Executive Vice President, Chief Enterprise Inclusion Officer at WarnerMedia, which is owned by AT&T Inc. Previously, she led multicultural business strategy for Creative Artists Agency, or CAA, providing insights on diverse markets to CAA’s motion picture, music, marketing and television clients. Prior to that, Ms. Haubegger worked in the publishing and motion picture industries, having founded and served as publisher, president and CEO at Latina magazine, and served as a producer on several motion pictures. She also previously served on the board of Latina Media Ventures from 2003 to 2018, and currently serves on the boards of the NYSE-listed company RTW Retailwinds, Inc. and Management Leadership for Tomorrow, a non-profit organization that works to increase the number of minority business leaders. Ms. Haubegger is also a founding member of TIME’S UP, an initiative that addresses systematic inequality and injustice in the workplace. She received a Juris Doctor degree from Stanford University and a Bachelor of Arts degree from the University of Texas at Austin. Ms. Haubegger was selected by our Board to serve as a director based on her expertise in the entertainment industry and professional relationships. She also serves as the Chairperson of our Sustainability Committee.
Mark D. Linehan
Age: 58
Director Since: IPO
Mr. Linehan has served as a member of our Board since our IPO. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993. Wynmark Company is a private real estate investment and development company with interests in properties in California, Nevada, Oregon and Montana. Prior to founding Wynmark Company, Mr. Linehan was a Senior Vice President with the Trammell Crow Company in Los Angeles, California. Before that, Mr. Linehan was with Kenneth Leventhal & Co. (now Ernst & Young LLP), a Los Angeles-based public accounting firm. He has served as a board member of Condor Hospitality Trust, a publicly traded REIT and currently serves on the Audit Committee for Cannae Holdings Inc. In addition, Mr. Linehan is actively involved with the community through his service on the boards of the UC Santa Barbara Foundation, the National Cowboy and Western Heritage Museum and Direct Relief, as well as his previous board memberships with the Signet Corporation and the Camino Real Park Foundation. Mr. Linehan received a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant. Mr. Linehan was selected by our Board based on his extensive experience in real estate investment and development as well as his expertise in accounting matters. Mr. Linehan is the Chairperson of our Audit Committee and is a member of our Investment Committee.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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Barry A. Porter
Age: 63
Director Since: IPO
Mr. Porter has served as a member of our Board since our IPO. Mr. Porter co-founded Clarity Partners L.P. in 2000 and has served as a Managing General Partner of the partnership since then. Clarity Partners L.P. is a private equity firm focused exclusively on investments in media, communications and business services. In 2005, Mr. Porter co-founded KAILAI Investments (formerly known as Clarity China L.P.), a private equity firm specializing in investments in growth companies in the Greater China region. He serves on the Investment Committee of that partnership, which has also invested in real estate in China. Prior to co-founding Clarity Partners, Mr. Porter held senior executive positions at Global Crossing, a company he co-founded in 1997 that was involved in the international fiber optic telecommunications business. Before that, Mr. Porter was a Managing Director at Pacific Capital Group, a firm he joined after serving as a Senior Managing Director in the investment banking group of Bear, Stearns & Co. Inc. In addition, Mr. Porter worked as an attorney at the Los Angeles firm of Wyman, Bautzer, Rothman, Kuchel and Silbert. He received his Juris Doctor and Master of Business Administration degrees from the University of California, Berkeley, and graduated from the Wharton School of Business, where he earned a Bachelor of Science degree with dual majors in Finance and Political Science. Mr. Porter was selected by our Board to serve as a director based on his expertise in public companies, capital markets, and his accounting and financial background. Mr. Porter is a member of our Compensation Committee and our Governance Committee as well as our Sustainability Committee.
Andrea Wong
Age: 54
Director Since:
August 2017
Ms. Wong has served as a member of our Board since August 2017. Ms. Wong also serves on the boards of Liberty Media Corporation, Qurate Retail Group, Oaktree Acquisition II Corporation and previously served on the board of the Hudson’s Bay Company. She is a Governor of the British Film Institute and a Trustee of the Royal Academy of Arts. Ms. Wong was most recently President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment based in London. She oversaw Sony Pictures Television’s 18 overseas production companies, creating nearly 1,300 hours of entertainment around the world each year. Among her many achievements in this role, Ms. Wong brought The Crown to Sony, winner of Golden Globes for Best Drama Television Series and numerous other accolades. As President, International for Sony Pictures Entertainment, Ms. Wong guided the company on matters impacting international production and championed the studio’s interests abroad. Previously, Ms. Wong served as President and CEO of Lifetime Networks where she oversaw the operations of Lifetime Television, Lifetime Movie Network, Lifetime Real Women, and Lifetime Digital, including programming, marketing, advertising sales, affiliate sales, public affairs, business and legal affairs, strategic planning, operations and research. Prior to that, Ms. Wong was Executive Vice President, Alternative Programming, Specials and Late Night at ABC where she developed shows such as The Bachelor, the U.S. version of Dancing with the Stars and the Emmy-award winning Extreme Makeover: Home Edition. Ms. Wong graduated from MIT with a degree in electrical engineering and received a MBA from Stanford University. She is a Henry Crown Fellow at the Aspen Institute and serves on the Stanford Graduate School of Business Advisory Council. Ms. Wong was selected by our Board to serve as a director based on her experience in the media and entertainment industry. Ms. Wong is a member of our Governance Committee.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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PROPOSAL NO. 2—APPROVAL OF SECOND AMENDED AND RESTATED 2010 INCENTIVE AWARD PLAN
BACKGROUND
On March 18, 2021, our Board adopted, subject to stockholder approval, the Second Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan (the “Amended Plan”), which makes the following material changes to the prior Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan (the “Prior Plan”):

Removes the Prior Plan’s “fungible stock plan feature”, such that all award types granted on or after the effective date of the Amended Plan will reduce the share reserve by one share;

Increases the number of shares of common stock available for issuance under the Amended Plan by 5,000,000 shares, and increases the number of shares which may be granted as incentive stock options under the Amended Plan by 5,000,000 shares;

Clarifies the treatment of performance-based awards upon a change in control of the Company;

Extends the right to grant awards under the Amended Plan through March 18, 2031;

Amends the definition of eligible consultants to include any individual or entity that qualifies as a consultant under the Form S-8 rules; and

Removes certain provisions from the Amended Plan which were otherwise required for awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, as amended (the “Code”) prior to its repeal under the Tax Cuts and Jobs Act of 2017.
If the Amended Plan is approved, it will become effective on the date of this annual meeting.
A copy of the Amended Plan is included as Appendix B to this proxy statement.
PROPOSED SHARE RESERVE INCREASE
We are asking our stockholders to approve the Amended Plan because we believe the availability of an adequate reserve of shares under an incentive compensation plan is important to our continued growth and success. The purpose of the Amended Plan is to assist us in attracting, motivating and retaining selected individuals who serve as our employees, directors and consultants, whose judgment, interest and special effort is critical to the successful conduct of our operation. We believe that the awards to be issued under the Amended Plan will motivate recipients to offer their maximum effort to us and help focus them on the creation of long-term value consistent with the interests of our stockholders. We believe that grants of incentive awards are necessary to enable us to continue to attract and retain top talent; if the Amended Plan is not approved, we believe our recruitment and retention capabilities will be adversely affected.
SHARES AVAILABLE FOR ISSUANCE
The Amended Plan increases the number of shares of our common stock available for issuance under the Amended Plan by 5,000,000 shares. As of March 18, 2021, there were 253,063 shares remaining available for future grants under the Prior Plan. By increasing the reserved shares, we will be able to continue to use equity awards to attract, retain and motivate employees. We believe that having an incentive compensation plan in place with a sufficient number of shares is critical to our ability to attract, retain and motivate employees in a highly competitive marketplace and ensure that our executive compensation program is structured in a manner that aligns the executives’ interests with our success. If our stockholders approve this increase in the shares for grants under the Amended Plan, we
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Proxy Statement  |  2021
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anticipate we will have sufficient shares to provide equity awards to attract, retain and motivate employees for approximately the next three to four years.
As of March 18, 2021, there were 150,760,144 shares of common stock outstanding (not including unvested restricted common stock), 830,655 operating partnership units outstanding (not including profits interest units granted under the Prior Plan) and 550,969 common units outstanding. Also as of March 18, 2021, an aggregate of (i) 189,269 shares of unvested restricted common stock granted under the Prior Plan were outstanding, (ii) an aggregate of 687,913 unvested restricted stock units granted under the Prior Plan (with performance-based restricted stock units calculated at “maximum” levels) were outstanding that had not yet been earned, (iii) an aggregate of 1,869,332 unvested restricted operating partnership units granted under the Prior Plan (with performance-based operating partnership units calculated at “maximum” levels) were outstanding that had not yet been earned and (iv) an aggregate of 817,812 shares (including profits interest units) were unearned and reserved for future issuance under the 2019 OPP pursuant to the Prior Plan (assuming the maximum award is earned and based on the closing stock price of  $28.04 March 18, 2021).
BURN RATE
The following table sets forth information regarding historical awards granted and earned for the period 2018 through 2020, and the corresponding burn rate, which is defined as the number of shares subject to stock awards granted (or, for awards subject to performance-based vesting, earned) in a fiscal year divided by the weighted average common shares outstanding for that fiscal year, for each of the last three fiscal years:
Year
Time-Based
Full-Value
Awards
Granted
Performance-
Based Full-Value
Awards Earned
Total Full-
Value
Awards
Granted or
Earned(1)
Burn Rate
Conversion
Factor(2)
Total Granted
or Earned =
Adjusted Full-
Value
Shares(3)
Weighted
Average
Common Shares
Outstanding
Current Burn
Rate(4)
2020 861,059 115,698 976,757 2.0 1,953,514 153,126,027 1.28%
2019 474,723 508,035 982,758 2.0 1,965,516 154,404,427 1.27%
2018 509,106 0 509,106 2.0 1,018,212 155,445,247 0.66%
3-Year Average
1.07%
(1)
Total full-value awards granted is the sum of time-based awards granted during each fiscal year and performance-based full-value shares earned each fiscal year (regardless if the settlement of such earned shares was in the following year).
(2)
Burn Rate Conversion Factor assumes ISS’ multiplier based on the Company’s annual stock price volatility, which is 2.0.
(3)
Adjusted full-value shares are calculated by multiplying the total full-value shares granted by the burn rate conversion factor.
(4)
The current burn rate is equal to the adjusted full-value shares as a percentage of the weighted average common shares outstanding.
REASONS FOR AND THE DETERMINATION OF SHARE RESERVE UNDER THE AMENDED PLAN
In its determination to approve the Amended Plan, the Board was primarily motivated by a desire to ensure the Company has an available pool of shares from which to grant long-term equity incentive awards, which we believe is a primary incentive and retention mechanism for its employees, directors and consultants. In determining the number of shares by which to increase the reserve under the Amended Plan, the Board reviewed the Compensation Committee’s recommendations, which were based on an analysis prepared by and recommendations of FPL Associates L.P., the Compensation Committee’s independent compensation consultant (“FPL”).
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Proxy Statement  |  2021
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This review included a consideration of the following key metrics, factors and philosophies:
Reasonable Plan Cost

Permits continued alignment of interests through use of equity compensation

Reasonable number of additional shares requested: 5,000,000

Awards would not have a substantially dilutive effect (issuance of all awards is less than 3.5% of shares outstanding)

Estimated duration of three to four years
Responsible Grant Practices

1.07% three-year average burn rate is well below the ISS industry standard of 2.15%

All equity awards vest over a period of at least three years, plus, for certain executive officers, a mandatory holding period of two or three years following vesting on time-based restricted stock awards and two years following vesting on any earned 2019 OPP awards or Performance Units

Robust performance-based hurdles used for OPP, performance-based restricted stock units and Performance Units

Robust stock ownership guidelines

Clawback policy that applies to all executive officers and authorizes recovery of gains from equity awards in the event of certain financial restatements
Stockholder-Friendly Plan Features

No single-trigger change in control vesting acceleration, except for earned performance awards

No repricing permitted without stockholder approval

No cash buyouts of stock options without stockholder approval

Discloses vesting treatment for outstanding time- and performance-based awards upon a change in control

Stockholder approval required to increase the share reserve (i.e., no “evergreen” feature)
In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the competitive labor markets in which we compete, the Board has determined that the size of the share reserve under the Amended Plan is reasonable and appropriate at this time.
If the stockholders approve this Proposal 2, then under the Amended Plan we will be authorized to issue an additional 5,000,000 shares in addition to the remaining number of shares available as of the effective date of the Amended Plan. As of March 18, 2021, 253,063 shares remained available for future grant under the Prior Plan.
The maximum aggregate number of shares that may be granted as incentive stock options under the Amended Plan following the effective date of the Amended Plan pursuant to Section 422 of the Code is 20,000,000.
In light of the factors described above, the Board believes this number represents reasonable potential equity dilution and provides a significant incentive for officers, employees, non-employee directors and consultants to increase the value of the Company for all stockholders.
STOCKHOLDER APPROVAL
If stockholders do not approve this Proposal 2, then the proposed additional shares will not become available for issuance and the original terms of the Prior Plan as currently in place will continue in full force and effect.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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The material terms of the Amended Plan are summarized below and qualified in their entirety by reference to the Amended Plan attached as Appendix B to this proxy statement.
MATERIAL TERMS OF THE AMENDED PLAN
Eligibility and Administration
Our employees, consultants and non-employee directors, and employees, consultants and non-employee directors of our operating partnership and our respective subsidiaries are eligible to receive awards under the Amended Plan. Currently, approximately 377 employees and 10 non-employee directors are eligible to participate in the Amended Plan.
The Amended Plan is administered by our Board with respect to awards to non-employee directors and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator), subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act of 1934 and/or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Amended Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the Amended Plan, including any vesting and vesting acceleration conditions.
Limitation on Awards and Shares Available
As of March 18, 2021, there were 253,063 shares available for grant under the Prior Plan (assuming the maximum value is earned under the 2019 OPP awards, outstanding Performance Unit awards and performance-based restricted stock unit awards). If this Proposal 2 is approved, then an additional 5,000,000 shares will be available for issuance under awards granted pursuant to the Amended Plan (i.e., in addition to the remaining number of shares available as of the effective date of the Amended Plan).
Shares issued pursuant to the Amended Plan may be authorized but unissued shares or shares purchased in the open market.
If, on or after the effective date of the Amended Plan, an award is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended Plan. Shares that again become available for issuance in accordance with the foregoing will be added back to the share limit on a 1:1 basis (and without regard to the fungible unit mechanics contained in the Prior Plan).
However, the following shares may not be used again for grant under the Amended Plan: (i) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award, (ii) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise, and (iii) shares purchased on the open market with the cash proceeds from the exercise of options.
Awards granted under the Amended Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Amended Plan. The maximum number of shares of our common stock that may be subject to one or more awards granted to any one participant pursuant to the Amended Plan during any calendar year is 1,500,000 and the maximum amount that may be paid under a cash award pursuant to the Amended Plan to any one participant during any calendar year period is $10,000,000.
Additionally, the maximum aggregate cash compensation and grant-date value of equity-based awards which may be granted to a non-employee director under the Amended Plan in any calendar year is $500,000 (the “Director Limit”).
Awards
The Amended Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs,
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performance shares, other incentive awards, profits interest units and SARs. Certain awards under the Amended Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Amended Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards will generally be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

Stock Options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

Restricted Stock, RSUs and Performance Shares. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying these awards may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Performance shares are contractual rights to receive a number of shares of our common stock in the future based on the attainment of specified performance goals, in addition to other conditions that may apply to these awards. Conditions applicable to restricted stock, RSUs and performance shares may be based on continuing service with us or our affiliates, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

Stock Payments, Other Incentive Awards and Profits Interest Units. Stock payments are awards of fully vested shares of our common stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of our common stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. Profits interest units are awards of units of our operating partnership intended to constitute “profits interests” within the meaning of the relevant Internal Revenue Service Revenue Procedure guidance, which may be convertible into shares of our common stock pursuant to our partnership agreement.

Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents typically are credited as of dividend record or payment dates during the period between the date an award is granted and the date such award terminates or expires, as determined by the plan administrator.
Performance Awards
Performance awards include any of the awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or such other criteria established by the plan administrator. Performance
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Proxy Statement  |  2021
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awards may be granted in the form of a cash bonus. For purposes of the Amended Plan, one or more of the following performance criteria may include, but are not limited to: (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working capital; (xvii) earnings per share; (xviii) adjusted earnings per share; (xix) price per share of common stock; (xx) regulatory body approval for commercialization of a product; (xxi) implementation or completion of critical projects (including with respect to office portfolios); (xxii) market share; (xxiii) economic value; (xxiv) human capital management (including diversity and inclusion); and (xxv) environmental, social or governance, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Amended Plan also permits the plan administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals.
Certain Transactions
The plan administrator has broad discretion to take action under the Amended Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended Plan and outstanding awards. In the event of a change in control of our Company (as defined in the Amended Plan), the surviving entity must assume outstanding awards or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity refuses to assume or substitute for all or some outstanding awards, then all such awards will vest in full (and for performance-based awards, vested at the greater of target or actual achievement, unless provided otherwise in an individual agreement) and be deemed exercised (as applicable) upon the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions.
Foreign Participants, Transferability and Participant Payments
The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Amended Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Amended Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.
Plan Amendment and Termination
Our Board may amend or terminate the Amended Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended Plan or the Director Limit, “reprices” any stock option or SAR or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. No award may be granted pursuant to the Amended Plan after the tenth anniversary of the date on which our Board adopted the Amended Plan.
Additional REIT Restrictions
The Amended Plan provides that no participant will be granted, become vested in the right to receive or acquire or be permitted to acquire, or will have any right to acquire, shares under an award if such acquisition would be prohibited by the restrictions on ownership and transfer of our stock contained in our charter or would impair our status as a REIT.
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Federal Income Tax Consequences
The U.S. federal income tax consequences of the Amended Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the Amended Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe state, local, or foreign tax consequences. Tax considerations may vary from locality to locality and depending on individual circumstances.
Non-Qualified Stock Options
If a participant is granted a nonqualified stock option under the Amended Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. We generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.
Incentive Stock Options
A participant receiving incentive stock options should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an incentive stock option is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the incentive stock option requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the incentive stock option will be treated as one that does not meet the requirements of the Code for incentive stock options and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the incentive stock option is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. We are not entitled to a tax deduction upon either the exercise of an incentive stock option or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.
Other Awards
The current federal income tax consequences of other awards authorized under the Amended Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as nonqualified stock options; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); profits interest units generally should not be taxable upon grant as long as the profits interest units only grant the participant the right to profits accruing after the date of grant and do not provide an interest in any capital of the operating partnership; restricted stock units, dividend equivalents, cash awards and other stock awards are generally subject to tax at the time of payment.
Excess Parachute Payments
Section 280G of the Code limits the deduction that the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting or payment
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of awards under the Amended Plan upon a change in ownership or control of the employer or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof. The Amended Plan does not provide for any excise tax gross-ups.
Application of Section 409A of the Code
Section 409A of the Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, “non-qualified deferred compensation” includes equity-based incentive programs, including some stock options, stock appreciation rights and restricted stock unit programs. Generally speaking, Section 409A does not apply to incentive stock options, non-discounted non-qualified stock options and appreciation rights if no deferral is provided beyond exercise, or restricted stock. The awards made pursuant to the Amended Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the Code to the extent the awards granted under the Amended Plan are not exempt from coverage. However, if the Amended Plan fails to comply with Section 409A in operation, a participant could be subject to the additional taxes and interest.
New Plan Benefits
Except with respect to grants of restricted stock awards that will be awarded to each non-employee director, other than Richard B. Fried, serving on our Board on the date of this Annual Meeting in a number of shares determined by dividing $90,000 by the closing price of our common stock on the grant date, the number of awards that our NEOs, directors, other executive officers and other employees may receive under the Amended Plan in the future will be determined in the discretion of the Board or Compensation Committee, and neither the Board nor the Compensation Committee has made any determination to make future grants to any persons under the Amended Plan as of the date of this Proxy Statement. Therefore, it is not possible to determine the future benefits that will be received by these participants under the Amended Plan, or the benefits that would have been received by such participants if the Amended Plan, as proposed to be amended and restated, had been in effect in the year ended December 31, 2020.
Plan Benefits
The table below sets forth summary information concerning the number of shares of our common stock subject to equity awards granted to certain persons under the Amended Plan through March 18, 2021. The per share market value of our stock on that date was $28.04.
Certain awards set forth in this table for the NEOs were granted in 2020 and therefore also are included in the Summary Compensation Table and in the Grants of Plan-Based Awards Table set forth in this Proxy Statement and are not additional awards. Certain awards set forth in this table for the non-employee directors were granted in 2020 and therefore also are included in the Non-Employee Director Compensation Table set forth in this Proxy Statement and are not additional awards.
Name and Position
Restricted
Stock (#)
Profits Interest
Units (#)(1)
Restricted Stock
Units (#)
Outperformance
Awards (#)(2)
NEOs:
Victor J. Coleman 908,529 987,742 795,700
Mark T. Lammas 321,292 401,164 435,732
Harout Diramerian 67,540 117,842 136,753
Alexander Vouvalides(3) 206,237 77,562 192,832
Joshua Hatfield(3) 45,967 55,296 48,963
All Current Executive Officers as a Group
      2,336,056       2,197,687 442,399       2,746,598
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Name and Position
Restricted
Stock (#)
Profits Interest
Units (#)(1)
Restricted Stock
Units (#)
Outperformance
Awards (#)(2)
All Current Non-Executive Directors as a
Group
326,840 17,401
Current Director Nominees:
Theodore R. Antenucci 38,653 3,299
Karen Brodkin 1,493
Richard B. Fried 36,215 3,406
Jonathan M. Glaser 65,362
Robert L. Harris II 19,747 1,543
Christy Haubegger 7,414
Mark D. Linehan 42,671 2,874
Barry A. Porter 65,031
Andrea Wong 11,601 3,086
Each Associate of any Such Directors, NEOs or Nominees
Each Other Person who Received or are
to Receive 5% of Such Options or Rights
170,369 126,030 258,189
All Employees, Including all Current Officers who are not Executive Officers, as a Group
      2,608,019       2,197,687 570,193       2,746,598
(1) Includes both time-vesting profits interest units and Performance Units in our operating partnership.
(2) The number of units in our operating partnership subject to outstanding 2019 OPP awards is estimated by assuming the maximum bonus pool is achieved, multiplying the holder’s participation interest in the applicable OPP bonus pool by such maximum bonus pool.
(3) Effective February 7, 2021, Mr. Vouvalides resigned from his position as Chief Operating Officer and Chief Investment Officer and Mr. Hatfield resigned from his position as Executive Vice President, Operations. In connection with their resignations, each forfeited certain awards disclosed herein. Each is expected to continue to serve as a consultant to the Company for a period of up to three months.
RECOMMENDATION
Adoption of the Amended Plan requires approval by the affirmative vote of a majority of the votes cast on the proposal at the annual meeting, in person or by proxy, and entitled to vote on the proposal. The following resolution will be submitted for stockholder approval at the 2021 Annual Meeting of Stockholders:
“RESOLVED, that the stockholders of Hudson Pacific Properties, Inc. approve the adoption of the SECOND AMENDED AND RESTATED HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN.”
The Board unanimously recommends that you vote “FOR” the approval of the adoption of the Second Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan.
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PROPOSAL NO. 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2021. During 2020, Ernst & Young LLP served as our independent registered public accounting firm and reported on our consolidated financial statements for that year.
We expect that representatives of Ernst & Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.
Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of another independent registered accounting firm. The Audit Committee may terminate Ernst & Young LLP’s engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.
The Board unanimously recommends a vote “FOR” the ratification of
Ernst & Young LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2021.
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PROPOSAL NO. 4—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY VOTE”)
BACKGROUND
As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement. Our Board has decided that we will hold an annual advisory vote to approve the compensation of NEOs, or Say-on-Pay Proposal, in light of the fact that a substantial majority of the votes cast at our annual stockholders’ meeting held in June 2017 were voted in favor of holding an annual advisory vote.
We have always believed that our executive compensation program emphasizes pay-for-performance and aligns our executives’ interests with those of our stockholders. A significant portion of our executives’ cash compensation is variable, at risk and tied to the short-term success of the Company. In addition, our long-term equity award program has been and continues to be a substantial component of our executive compensation program, and annual restricted stock 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 compensation program to the achievement of corporate and individual performance objectives in order to focus our executives’ efforts on building stockholder value, thereby aligning their interests with those of our stockholders.
We encourage our stockholders to review the “Compensation Discussion & Analysis” section as well as tabular and other disclosures in this Proxy Statement for more information.
RECOMMENDATION
As an advisory approval, this proposal is not binding upon us or our Board. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs. Accordingly, the following resolution will be submitted for stockholder approval at the 2021 Annual Meeting of Stockholders:
“RESOLVED, that the stockholders of Hudson Pacific Properties, Inc. approve, on an advisory basis, the 2020 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 2021 Annual Meeting of Stockholders.”
The Board unanimously recommends that you vote “FOR” the advisory approval of the
compensation of our NEOs for the fiscal year ended December 31, 2020, as more fully disclosed
in this Proxy Statement.
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CORPORATE GOVERNANCE
BOARD LEADERSHIP AND STRUCTURE
Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our Board understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may differ depending on the size, industry, operations, history and culture of a company.
Our Board currently believes that our existing leadership structure—under which our Chief Executive Officer serves as Chairman of the Board and the Lead Independent Director assumes specific responsibilities on behalf of the independent directors—is effective, provides the appropriate balance of authority between those who oversee the Company and those who manage it on a day-to-day basis, and achieves the optimal governance model for us and for our stockholders. Mr. Coleman’s knowledge of the issues, opportunities and risks facing us, our business and our industry renders him best positioned among our directors to fulfill the Chairman’s responsibility to develop agendas that focus the time and attention of our Board on the most critical matters. Effective January 1, 2021, the independent members of our Board selected Mr. Harris to serve as Lead Independent Director, whose specific responsibilities include presiding over portions of regularly scheduled meetings at which only our independent directors are present, serving as a liaison between the Chairman and the independent directors, and performing such additional duties as our Board may otherwise determine and delegate.
We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

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

of the eleven persons who currently serve on our Board, our Board has determined that ten, or 91%, of our directors satisfy the independence standards of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

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

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

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

we do not have a stockholder rights plan;

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

we maintain stock ownership guidelines pursuant to which our NEOs are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary; currently all of our NEOs have met their ownership guidelines with the exception of our new NEO who has four years to become compliant.
Our Governance Committee regularly reviews our corporate governance posture in light of evolving trends in governance and stockholder rights, and makes recommendations to our Board. On December 3, 2020, Ms. Brodkin was appointed to our Board as a director and her term commenced January 1, 2021.
The son of Mr. Harris, our Lead Independent Director, is employed by the Company in our acquisitions department. The Governance Committee considered this factor in evaluating Mr. Harris’ independence, and determined that this relationship does not affect his ability to serve as an independent director or our Lead Independent Director.
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The son of Mr. Coleman, our CEO and Chairman of the Board, is also employed by the Company in our acquisitions department.
Our directors stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.
ROLE OF THE BOARD IN RISK OVERSIGHT
One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from three of its standing committees, the Audit Committee, the Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Governance Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS
Our non-management directors meet without management present each time the full Board convenes for a regularly scheduled meeting. If the Board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. Richard A. Harris II, our Lead Independent Director, presides over executive sessions of the Board.
BOARD MEETINGS AND ATTENDANCE
The Board held six regularly scheduled and special meetings during 2020 to review significant developments, engage in strategic planning and act on matters requiring Board approval. All of our incumbent directors attended or participated in an aggregate of at least 75 percent of the Board meetings, and the meetings of committees on which he or she served, during the period that he or she served in 2020.
While the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, the Board strongly encourages all directors to make attendance at all annual meetings of stockholders a priority. All of our directors attended our 2020 virtual annual meeting of stockholders via webcast.
BOARD COMMITTEES
Our Board has established five standing committees: an Audit Committee, a Compensation Committee, a Governance Committee, an Investment Committee and a Sustainability Committee. The principal functions of each committee are briefly described below. We comply with the listing requirements of the NYSE, as amended or modified from time to time, and applicable SEC rules with respect to each of these committees, and each of these committees consists exclusively of independent directors. Our Board may from time to time establish other committees to facilitate the management of our Company.
The Audit Committee, Compensation Committee and Governance Committee charters are available on the Corporate Governance page of the Investors section on our Website at www.HudsonPacificProperties.com.
AUDIT COMMITTEE
Our Audit Committee consists of three of our independent directors. We have determined that the Chairperson of our Audit Committee qualifies as an “Audit Committee Financial Expert” as that term is defined by the applicable SEC rules and NYSE corporate governance listing standards. Our Board has determined that each of the Audit
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Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:

our accounting and financial reporting processes;

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

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

our compliance with financial, legal and regulatory requirements;

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

the performance of our internal audit function; and

our overall risk profile.
The Audit Committee is also responsible for engaging our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in our annual Proxy Statement. Mr. Linehan is Chairperson, as well as our Audit Committee Financial Expert, and Messrs. Antenucci and Glaser are members of the Audit Committee. During 2020, the Audit Committee met a total of five times.
Audit Committee Financial Experts
Our Board has determined that Mr. Linehan qualifies as an “Audit Committee Financial Expert,” as this term has been defined by the SEC in Item 407(d)(5)(ii) of Regulation S-K. Messrs. Linehan, Antenucci and Glaser were each determined by our Board to be “financially literate” in accordance with SEC rules, including based on their prior experience: Mr. Antenucci has a Bachelor of Arts degree in Business Economics, and Mr. Glaser has extensive experience in financial oversight.
Our Board determined that Mr. Linehan qualifies as an “Audit Committee Financial Expert” as a result of the following relevant experience, which forms of experience are not listed in any order of importance and were not assigned any relative weights or values by our Board in making such determination:

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

Mr. Linehan is a Certified Public Accountant;

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

Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993.
COMPENSATION COMMITTEE
The Compensation Committee consists of three of our independent directors. We adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation;
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reviewing and approving the compensation of all of our other executive officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our Proxy Statement and annual report disclosure requirements;

producing a report on executive compensation to be included in our annual Proxy Statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

considering the independence of its compensation advisers.
The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee has delegated authority to our Chief Executive Officer to grant to certain employees equity awards under the Company’s Amended and Restated 2010 Incentive Award Plan, or the 2010 Plan. Mr. Fried is Chairperson and Messrs. Harris and Porter are members of the Compensation Committee. During 2020, the Compensation Committee met two times, and acted by unanimous consent on two occasions.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Our Governance Committee consists of three of our independent directors. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Governance Committee, including:

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

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

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

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

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

overseeing the Board’s evaluation of the performance of management.
Mr. Moran is Chairperson and Mr. Porter and Ms. Wong are members of the Governance Committee. During 2020, our Governance Committee held two meetings. It is anticipated that, effective as of the date of the Annual Meeting, the following changes will be made to the composition of the Governance Committee: (i) Mr. Moran, upon his retirement from the Board, will no longer serve as a member or Chairperson of the Governance Committee, (iii) Ms. Wong will succeed Mr. Moran as Chairperson of the Governance Committee, and (iii) Ms. Brodkin will be added as a member.
INVESTMENT COMMITTEE
Our Investment Committee consists of three of our independent directors. The Investment Committee is tasked with reviewing and recommending acquisition strategies to the full Board and approving the acquisition of certain assets with a purchase price above $150,000,000 and up to the dollar thresholds set by the Board. The Investment Committee may also review and make recommendations to the full Board on acquisition and investment transactions that exceed the Investment Committee’s approval authority.
Messrs. Antenucci, Fried, and Linehan are members of the Investment Committee. During 2020, our Investment Committee held one meeting.
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SUSTAINABILITY COMMITTEE
Our Sustainability Committee is responsible for providing oversight and strategic direction for our corporate responsibility program and advises our SVP, Sustainability and Social Impact, on key initiatives and goals. The Sustainability Committee consists of our CEO, Ms. Haubegger and Mr. Porter. Ms. Haubegger is Chairwoman.
During 2020, our Sustainability Committee held two meetings.
DIRECTOR COMPENSATION
Our Board has approved a compensation program for our non-employee directors, or Director Compensation Program, which governed our 2020 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.
2020 DIRECTOR COMPENSATION PROGRAM
The 2020 Director Compensation Program consists of the components listed below:
Annual Cash Retainer(1) $ 65,000
Additional Cash Retainers(1):
Lead Independent Director $ 25,000
Chair of the Audit Committee $ 25,000
Chair of the Compensation Committee $ 15,000
Chair of the Governance Committee $ 10,000
Member of the Audit Committee $ 12,500
Member of the Compensation Committee $ 7,500
Member of the Governance Committee $ 7,500
Annual equity award value(2) $ 90,000
(1)
Paid in quarterly installments in arrears.
(2)
Valued on the date of grant and vests in three equal installments.
Non-employee directors are permitted to elect to receive up to 100% of their annual and/or committee cash retainers in a combination of cash and/or in the form of fully vested shares or fully vested LTIP units of our operating partnership, or LTIP Units, payable on a current or deferred basis. We also reimburse each of our non-employee directors for travel expenses incurred in connection with attendance at full Board and committee meetings.
In accordance with our 2010 Plan, the maximum aggregate value of cash compensation and equity-based awards granted to any non-employee director during any calendar year is $500,000.
In March 2021, our Board approved an increase to the cash retainer fee of the Chair of the Governance Committee to $12,500, as well as established a cash retainer fee of  $5,000 for members of the Sustainability Committee and a fee of  $7,500 for the Chair of the Sustainability Committee, in each case, effective as of April 1, 2021.
Ownership Guidelines
We have stock ownership guidelines for our non-employee directors, which require them to hold a number of shares of Company stock having a market value equal to or greater than four times their annual cash retainer. The non-employee directors subject to the guidelines have until December 31, 2021 to meet the stock ownership requirements, or in the case of a non-employee director who is newly subject to the guidelines, four years from the commencement of his or her election to the Board or from the date on which such director is deemed independent. All of our directors are in compliance with these guidelines.
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2020 NON-EMPLOYEE DIRECTOR COMPENSATION
The following table provides additional detail regarding the 2020 compensation of our non-employee directors:
NAME(1)
FEE PAID IN CASH
($)(2)
STOCK
AWARDS
($)(3)
TOTAL
($)
Theodore R. Antenucci 77,500(4) 90,000 167,500
Richard B. Fried 80,000(4) 90,000 170,000
Jonathan M. Glaser 77,500(5) 90,000 167,500
Robert L. Harris II 72,500(4) 90,000 162,500
Mark D. Linehan 90,000(4) 90,000 180,000
Robert M. Moran, Jr.(6) 75,000(4) 90,000 165,000
Christy Haubegger 35,750 90,000 125,750
Barry A. Porter 105,000(5) 90,000 195,000
Andrea Wong 72,500(4) 90,000 162,500
(1)
Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2020 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 2020 is reflected in the Summary Compensation Table.
(2)
Reflects cash retainer fees actually paid in 2020.
(3)
Each non-employee director serving on our Board on May 20, 2020, the date of our 2020 Annual Meeting of Stockholders, received a grant of restricted stock 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 restricted stock award will vest, and the restrictions thereon will lapse, in three equal annual installments on each of the first three anniversaries of May 20, 2020, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of restricted stock awards granted with respect to services performed in 2020 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 restricted stock awards made to directors in Notes 2 and 9 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 22, 2021. As of December 31, 2020, Messrs. Antenucci, Fried, Glaser, Harris, Linehan, Moran, and Porter and Ms. Wong each held 6,893 shares of our restricted common stock and Ms. Haubegger held 6,190 shares of our restricted common stock.
(4)
Messrs. Antenucci, Fried, Harris, Linehan, Moran and Wong each elected to receive 100%, 100%, 50%, 75%, 100% and 100%, respectively, of their annual and committee cash retainers in fully vested LTIP Units having an equal value (as of the grant date) to the amount otherwise payable in cash.
(5)
Pursuant to our Director Stock Plan, Messrs. Glaser and Porter elected to receive, on a non-deferred basis, all of their non-committee cash retainer fees earned in 2020 in the form of fully vested shares of our common stock having an equal value (as of the grant date) to the amount otherwise payable in cash.
(6)
Mr. Moran’s term expires on the date of the Annual Meeting, and he will not stand for re-election at the Annual Meeting. In connection with the termination of his service as a director, the Board decided to accelerate the vesting of his unvested restricted stock awards, effective as of the date of the Annual Meeting.
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NOMINATION PROCESS FOR DIRECTOR CANDIDATES
The Governance Committee is, among other things, responsible for identifying and evaluating potential candidates and recommending candidates to the Board for nomination. The Governance Committee is governed by a written charter, a copy of which is published on the Corporate Governance page of the Investors section of our Website at www.HudsonPacificProperties.com.
The Governance Committee regularly reviews the composition of the Board and whether the addition of directors with particular experiences, skills, or characteristics would make the Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills, or characteristics would make the Board more effective, the Governance Committee initiates a search. As a part of the search process, the Governance Committee may consult with other directors and members of senior management, and may hire a search firm to assist in identifying and evaluating potential candidates.
When considering a candidate, the Governance Committee reviews the candidate’s experiences, skills and characteristics and perspectives including a diversity of viewpoint, background experience or other demographics. The Governance Committee also considers whether a potential candidate would otherwise qualify for membership on the Board, and whether the potential candidate would likely satisfy the independence requirements of the NYSE as described below.
Pursuant to our employment agreement with Mr. Coleman discussed below under “Compensation Discussion and Analysis—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2020 Table—​Employment Agreements,” we are required to nominate Mr. Coleman for election as a director during his employment term. Candidates are selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent, analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. Other factors include having members with various and relevant career experience and technical skills, and having a Board that is, as a whole, diverse. Where appropriate, we will conduct a criminal and background check on the candidate. In addition, at least a majority of the Board must be independent as determined by the Board under the guidelines of the NYSE listing standards, and at least one member of the Board should have the qualifications and skills necessary to be considered an “Audit Committee Financial Expert” under Section 407 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, as defined by the rules of the SEC.
All potential candidates are interviewed by our Chief Executive Officer and Chairman of the Board and our Governance Committee Chairperson, and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, the General Counsel conducts a review of the director questionnaire submitted by the candidate and, as appropriate, a background and reference check is conducted. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, or add an additional member, or recommends a slate of candidates to the Board for nomination for election as directors. The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.
Stockholders may recommend candidates to our Board. Any recommendation should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. All recommendations for nomination received by the Corporate Secretary will be presented to the Governance Committee for its consideration. See “Communications with the Board” for more information.
CONSIDERATION OF BOARD DIVERSITY
The Company is committed to diversity and recognizes the benefits of having a diverse Board of Directors. We view increasing diversity at the Board level as essential to maintaining our competitive advantage and supporting the attainment of our strategic objectives. Not only does diversity promote the inclusion of different perspectives and
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ideas, and ensure that the Company has the opportunity to benefit from all available talent, but having a diverse Board also makes prudent business sense and makes for better corporate governance. We believe that a truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender, cultural and other distinctions between directors. These differences are considered in determining the optimum composition of our Board. All Board appointments are based on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. The Company’s Nominating and Corporate Governance Committee regularly reviews and assesses Board composition on behalf of the Board and recommends the appointment of new directors.
In early 2016, the Nominating and Corporate Governance Committee resolved to strengthen its commitment to diversity by seeking to identify qualified female candidates for appointment. Since then, three independent female directors have been added to our Board, well in advance of state law requirements regarding female representation, positioning Hudson Pacific ahead of most peers in this category. The Company is striving to achieve other types of diversity, namely of underrepresented communities. We currently have two directors who fall into this category.
The Company will continue to ensure that its commitment to diversity is effectively implemented by annually reviewing and assessing the size, composition and operation of the Board, annually considering the recommendation of candidates for appointment or nomination to the Board based upon an assessment of the independence, skills, qualifications and experience of potential candidates and, when required, engaging qualified external advisors to assist the Board of Directors in conducting a search for candidates who meet the Board’s skills and diversity criteria. The Board will routinely assess whether the Board is composed of appropriately qualified members with a broad range of expertise relevant to the Company’s business.
COMMUNICATIONS WITH THE BOARD
The Board welcomes communications from stockholders. Stockholders and other interested parties may write to the entire Board or any of its members at Hudson Pacific Properties, Inc., c/o Kay L. Tidwell, Executive Vice President, General Counsel, Chief Risk Officer and Secretary, 11601 Wilshire Blvd., Ninth Floor, Los Angeles, California 90025. Stockholders and other interested parties also may e-mail the Chairperson, the entire Board or any of its members c/o kay@hudsonppi.com. The Board may not be able to respond to all stockholder inquiries directly. Therefore, the Board has developed a process to assist it with managing inquiries.
The General Counsel will perform a legal review in the normal discharge of her duties to ensure that communications forwarded to the Chairperson, the Board or any of its members preserve the integrity of the process. While the Board oversees management, it does not participate in day-to-day management functions or business operations, and is not normally in the best position to respond to inquiries with respect to those matters. For example, items that are unrelated to the responsibilities of the Board such as spam, junk mail and mass mailings, ordinary course disputes over fees or services, personal employee complaints, business inquiries, new product or service suggestions, résumés and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Chairperson or any other director. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Chairperson or any other director and will not be retained.
Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year and made available to the Chairperson and any other independent director on request. The independent directors grant the General Counsel discretion to decide what correspondence will be shared with our management and specifically instruct that any personal employee complaints be forwarded to our Human Resources Department. If a response on behalf of the Board is appropriate, management gathers any information and documentation necessary for answering the inquiry and provide the information and documentation as well as a proposed response to the appropriate directors. We also may attempt to communicate with the stockholder or interested party for any necessary clarification. Our General Counsel (or her designee) reviews and approves responses on behalf of the Board in consultation with the applicable director, as appropriate.
Certain circumstances may require that the Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter. Nevertheless, the Board considers stockholder questions and comments important, and endeavors to respond promptly and appropriately.
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CODE OF BUSINESS CONDUCT AND ETHICS
Our Board established a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:

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

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

compliance with applicable governmental laws, rules and regulations;

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

accountability for adherence to the Code of Business Conduct and Ethics.
Any waiver of the Code of Business Conduct and Ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.
The Audit Committee, Compensation Committee and Governance Committee charters, along with the Code of Business Conduct and Ethics and Corporate Governance Guidelines, are available on the Corporate Governance page of the Investors section of our Website at www.HudsonPacificProperties.com. In addition, these documents also are available in print to any stockholder who requests a copy from our Investor Relations Department at Hudson Pacific Properties, Inc., 11601 Wilshire Blvd., Ninth Floor, Los Angeles, California 90025, or by email at IR@hudsonppi.com. 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.)
CORPORATE RESPONSIBILITY
BETTER BLUEPRINTTM
Our ESG platform, Better BlueprintTM, brings to life our vision of vibrant, thriving urban spaces and places built for the long term. Its principles and objectives provide a common thread that authentically guides our work and relations with tenants, employees, investors and partners. Through this program, we aim to foster the growth of sustainable, healthy and equitable cities—vibrant cities, today and in the future.
With the launch of Better BlueprintTM, we announced the below bold goals in each of our focus areas, and we are proud to report significant progress on all fronts. In 2020, we achieved our carbon goal five years ahead of schedule. Our properties all comply with the design and operational requirements outlined in our Healthy Building Checklist, including several new items added after the onset of the COVID-19 pandemic. We also donated over $1 million dollars, meeting our goal of donating at least 1% of net earnings annually to charitable causes.
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Sustainable
We are committed to leadership in sustainability—whether designing a new property, reimagining a dated building, or managing our existing portfolio. Our sustainability initiatives focus specifically on carbon and energy and waste and water. In 2020, we met our goal to achieve net zero carbon across operations and achieved this five years ahead of schedule, making us one of the first large real estate organizations in the world to go fully carbon neutral. While we continue to reduce our energy use through innovative, tech-enabled solutions, we are also focused on reducing the carbon embodied in our building materials like steel and concrete and achieving our goal to be net zero waste by 2025.
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Healthy
We aim to set our properties apart by providing safe environments that promote wellness and resilience for our employees, tenants and neighbors. Our healthy buildings initiatives focus specifically on Building Design and Operations and Community Engagement. We are a Fitwel Champion, committed to the healthy building principles outlined in Fitwel’s evidence-based certification framework developed in partnership with the U.S. Centers for Disease Control, and we were one of the first major North American landlords to achieve portfolio-wide certification under Fitwel’s Viral Response Module (“VRM”). We also have developed a comprehensive Healthy Building Checklist, which our entire in-service office portfolio will meet by 2025.
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Equitable
We seek to create and cultivate communities that champion diversity and inclusivity and afford ample opportunity for everyone to succeed. Our equity and inclusion initiatives focus specifically on workplace opportunity and homelessness and housing. We offer a highly competitive approach to compensation, benefits, workplace and culture, and we have an established diversity, equity and inclusion (“DEI”) program focused both internally and externally. Our employees are actively engaged in their communities, and as a company we are committed to donating at least 1% of net earnings annually to charitable causes.
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For more information on our corporate responsibility initiatives, please visit www.HudsonPacificProperties.com/​Responsibility to view our full Sustainability Policy, as well as our Corporate Responsibility Report.
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AUDIT AND NON-AUDIT FEES
AUDIT COMMITTEE PRE-APPROVAL POLICY
The Audit Committee’s policy is to pre-approve all significant audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Ernst & Young LLP’s fees for the fiscal years ended December 31, 2020 and 2019 were as follows (in thousands):
FISCAL YEAR
ENDED
DECEMBER 31,
2020
($)
2019
($)
Audit Fees 1,384 1,421
Audit-related fees 50
Tax Fees 1,344 1,107
Total Fees 2,778 2,528
A description of the types of services provided in each category is as follows:
Audit Fees—Includes fees for professional services provided in connection with the audit of the Company’s annual financial statements, review of the quarterly financial statements included in the Company’s quarterly reports on Form 10-Q and other professional services in connection with the Company’s registration statements, securities offerings and audits of financial statements of subsidiaries.
Audit-Related Fees—Includes fees for professional services provided in connection with assurance services on sustainability disclosures.
Tax Fees—Includes recurring tax compliance (returns, E&P, etc.) and consultation on various items including cost segregation and transfer pricing.
All of the services performed by Ernst & Young LLP for the Company during 2020 were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy, and the Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.
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AUDIT COMMITTEE REPORT
The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).
Although the Audit Committee of the Board of Directors (the “Audit Committee”) oversees our financial reporting process on behalf of the Board of Directors (the “Board”) of Hudson Pacific Properties, Inc., a Maryland corporation, consistent with the Audit Committee’s written charter, management has the primary responsibility for preparation of our consolidated financial statements in accordance with generally accepted accounting principles and the reporting process, including disclosure controls and procedures and the system of internal control over financial reporting. Our independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management.
The Audit Committee has reviewed and discussed with management and our independent registered public accounting firm, Ernst & Young LLP, our December 31, 2020 audited financial statements. Prior to the commencement of the audit, the Audit Committee discussed with our management and independent registered public accounting firm the overall scope and plans for the audit. Subsequent to the audit and each of the quarterly reviews, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the results of their examinations or reviews, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of specific judgments and the clarity of disclosures in the consolidated financial statements.
In addition, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under Auditing Standard 1301 (previously Auditing Standard No. 16), “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (PCAOB). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm its independence from us and considered the compatibility of non-audit services with its independence.
Based upon the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission.
AUDIT COMMITTEE
Mark D. Linehan
Theodore R. Antenucci
Jonathan M. Glaser
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EXECUTIVE OFFICERS
Hudson Pacific Properties, Inc.’s executive officers are as follows:
NAME
AGE
POSITION
Victor J. Coleman
59
Chief Executive Officer and Chairman of the Board
Mark T. Lammas
55
President and Treasurer
Harout Diramerian
46
Chief Financial Officer
Alexander Vouvalides*
42
Former Chief Operating Officer and Chief Investment Officer
Joshua A. Hatfield*
48
Former Executive Vice President, Operations
*
Resigned effective February 7, 2021
The following section sets forth certain background information regarding the executive officers of Hudson Pacific Properties, Inc., excluding Victor J. Coleman, who is described on page 8 under “Proposal No. 1—Election of Directors”:
Mark T. Lammas serves as the Company’s President and Treasurer, and has previously served as our Chief Operating Officer and Chief Financial Officer. Prior to the formation of our Company, Mr. Lammas was a consultant to our predecessor, Hudson Capital, LLC, from September 2009. Before that time, Mr. Lammas was a Senior Vice President (from 1998 to 2005), then Executive Vice President (from 2006 to 2009) of Maguire Properties, Inc. where he principally oversaw finance and other transactional matters, since first joining that company as its General Counsel in 1998, then assuming other senior executive responsibilities after Maguire Properties went public on the NYSE in 2003. During his tenure, Mr. Lammas directed that company’s major capital market transactions, including corporate and asset financings and common and preferred equity offerings, acted as its principal liaison with institutional partners, and was responsible for compliance with corporate financial covenants and the accuracy of all financial reports and public disclosures. Prior to joining Maguire Properties in 1998, Mr. Lammas was an attorney with Cox, Castle & Nicholson LLP, where he specialized in representing developers, institutional investors and pension funds in their acquisition, development, financing, investing, and entity structuring and restructuring activities. Mr. Lammas is a graduate of the Boalt Hall School of Law (University of California, Berkeley). He obtained his Bachelor of Arts degree from the University of California, Berkeley in Political Economies of Industrial Societies, graduating magna cum laude and Phi Beta Kappa.
Harout Diramerian joined our Company in July of 2010 and serves as our Chief Financial Officer. He previously served as Chief Accounting Officer. Prior to joining us, Mr. Diramerian was Vice President of Finance and Analysis at Thomas Properties Group, Inc., or TPG, where he was responsible for corporate level earnings and cash flow projections, net asset valuations, and corporate finance forecasting and analysis. Mr. Diramerian was instrumentally involved in all equity offerings at TPG, including its initial public offering, secondary offering, private placements and an at-the-market equity offering. When he started at TPG in 2003, his primary focus was managing the joint venture relationships and leading the related financial reporting efforts. In addition, Mr. Diramerian was also involved with leading the budgeting and forecasting processes as well as tracking and analyzing property performance. Prior to joining TPG, Mr. Diramerian spent a total of eight years in real estate practice groups, first at Nanas, Stern, Biers, Neinstein and Co. LLP, then at Arthur Andersen LLP, and lastly at KPMG LLP, where he was a manager. Mr. Diramerian is a graduate of the University of California, Santa Barbara, and holds a Bachelor of Arts degree in business economics with an emphasis in accounting.
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Alexander Vouvalides, before his resignation effective February 7, 2021, served as Chief Operating Officer and Chief Investment Officer, where he oversaw the Company’s investment, development and leasing activities. He served as Chief Investment Officer beginning in 2014 and previously served as Senior Vice President, Acquisitions and, prior to that, Vice President, Asset Management. Prior to the formation of our Company, Mr. Vouvalides joined our predecessor, Hudson Capital, LLC, in 2009 as an associate focused on investments, asset management and corporate development. He currently serves as a member of the Executive Committee for the University of Southern California’s Lusk Center for Real Estate. Mr. Vouvalides graduated from Emory University with a Bachelor of Arts degree in Political Science.
Joshua A. Hatfield joined the Company in March of 2014 and, before his resignation effective February 7, 2021, served as Executive Vice President, Operations, and previously served as Senior Vice President, Operations. Prior to this role where he oversaw operations of the Company’s real estate portfolio, Mr. Hatfield oversaw the Company’s operations in San Francisco as Senior Vice President, Northern California. Before joining the Company, Mr. Hatfield served in various senior positions at GE Capital Real Estate, primarily in San Francisco. Mr. Hatfield holds a Bachelor of Science degree in International and Strategic History with a Minor in Systems Engineering from the US Military Academy at West Point and a Master of Business Administration degree from the University of Illinois. Following his graduation from West Point, Mr. Hatfield served as an Army infantry officer.
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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION
This section discusses the principles underlying the material components of our executive compensation program for our executive officers who are named in the “Summary Compensation Table” below and the factors relevant to an analysis of the compensatory policies and decisions. Our NEOs and their positions during 2020 were:

Victor J. Coleman, Chief Executive Officer and Chairman of the Board;

Mark T. Lammas, President and Treasurer;

Harout Diramerian, Chief Financial Officer;

Alexander Vouvalides, our former Chief Operating Officer and Chief Investment Officer; and

Joshua A. Hatfield, our former Executive Vice President, Operations.
Effective January 1, 2020, Mr. Lammas was promoted to President and Mr. Vouvalides was promoted to Chief Operating Officer and Chief Investment Officer. In addition, Mr. Diramerian was promoted to Chief Financial Officer.
Effective February 7, 2021, Mr. Vouvalides resigned from his position as Chief Operating Officer and Chief Investment Officer and Mr. Hatfield resigned from his position as Executive Vice President, Operations. Since their resignation, Messrs. Vouvalides and Hatfield are each expected to continue to serve as a consultant to the Company for a period of up to three months.
BUSINESS AND PERFORMANCE
Our executive compensation program is designed to directly motivate and reward management for delivering market-leading operating and financial results that lead to long-term value creation for our stockholders. We continue to focus on employing a best-in-class executive compensation program that maintains a strong link between our NEOs’ compensation and the Company’s performance. While the Company faced challenges throughout 2020 due to COVID-19 and the ensuing recessionary pressures, its financial, leasing, investment and other operational achievements were consistent with and often exceeded those of the office REIT sector.
Highlights for the year ended December 31, 2020 include:
Financial

Although net income decreased 71% to $16.4 million, we had AFFO growth of 40% to $55.9 million

Strong rent collections with 98% collected during the three quarters of 2020 impacted by COVID, including 99% of office and 100% of studio rents

Grew same-store office cash NOI by 0.6%

Met or exceeded consensus FFO estimates for all reported quarters in 2020
Balance Sheet

Generated total liquidity of  $1.1 billion and repaid indebtedness to eliminate material maturities until 2023

Maintained dividend at $0.25 per quarter

Repurchased a total of 3.5 million shares at an average weighted price of  $23.00 per share

Maintained Adjusted EBITDAre (annualized)/consolidated net debt ratio at or below 7.5x in each quarter-end of 2020(1)
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Ended the year with 42.3% debt to total market capitalization
Leasing & Operating

Executed more than 800,000 square feet of office leases with 21.5% GAAP and 14.3% cash rent growth

Maintained strong stabilized and in-service office portfolio leased percentages of 94.5% and 93.5%, respectively

Maintained same-store studios portfolio trailing 12-month leased percentage at 90.2%.
Investment & Development

Completed strategic joint venture with Blackstone to sell a 49% interest in the Company’s studio platform, generating $1.3 billion of recapitalization proceeds

Purchased in a joint venture with CPP Investments a 668,000-square-foot Class A office tower in Seattle, anchored by Amazon

Kept Los Angeles development sites on time and on budget, completing Harlow in 3Q20 and set to deliver One Westside in 1Q21

Obtained entitlements to build an additional 479,000 square feet at Sunset Gower Studios
Corporate Responsibility

Introduced our Better BlueprintTM to serve as foundation of the Company’s work related to ESG issues and outlined primary goals to achieve by 2025

Became one of the first major real estate organizations to achieve 100% carbon neutrality across all real estate operations, ahead of Company’s 2025 target for net-zero carbon status

Achieved 80% LEED (Leadership in Energy and Environmental Design) certification, 71% ENERGY STAR certification, and 23% Fitwel certification of the in-service office portfolio

Created a DEI program to educate and serve as a resource to employees

Recruited a third woman to the Company’s Board, complementing governance/diversity initiatives across the Company
COVID-19 Response

Implemented industry-leading COVID-19 standard operating procedures including state-of-the-art air filtration at all properties

Enhanced tenant communication through a new mobile app as well as signage tools to address tenant concerns and facilitate the safe and healthy reintegration of occupancy across the portfolio

Provided community support through $650,000 Vibrant Cities Arts Grant, and donations in excess of $100,000 to organizations working at the intersection of COVID-19 and homelessness
Stockholder Engagement & Return

Maintained engagement levels consistent with prior years, meeting (mostly virtually) with more than 250 distinct investors and analysts

While our stock price was materially impacted by COVID-19, our long-term results have historically been strong, consistently delivering exceptional TSR and outperforming the office REIT sector, our peer group and the broader REIT industry
(1) Refer to Appendix A for our definition of adjusted EBITDAre (annualized) and consolidated net debt and a reconciliation from net income to adjusted EBITDAre (annualized).
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KEY FEATURES OF EXECUTIVE COMPENSATION PROGRAM
Our executive compensation program is designed to attract and retain high-caliber executive officers and employees and to incentivize employee contributions that are consistent with our corporate objectives and stockholder interests. We continue to proactively monitor and review our compensation program in an effort to ensure that it reflects best practices and ties significant components of pay to performance. Over the years, the Compensation Committee has considered (i) relevant market pay practice at other office REITs, (ii) current best practice in plan design and (iii) retention and succession planning and accordingly has made the following key decisions related to the structure of our program:
Recent Enhancements to the Program
The following changes to our executive compensation program were put in place to enhance our pay-for-performance philosophy in late 2019 and early 2020, prior to the onset of the COVID-19 pandemic:

Continued to allocate additional compensation opportunity to at-risk, performance-based equity awards

Removed the value of annual equity awards from Mr. Coleman’s cash severance calculation for termination without Cause or for Good Reason

Implemented a new equity award of performance units (“Performance Units”) in our operating partnership that is designed to provide additional transparency of the underlying calculation to internal and external stakeholders and balance the program by using more diverse performance metrics, including (i) our relative TSR performance as compared to the TSR of the SNL U.S. REIT Office Index, (ii) five operational performance metrics that are aligned with investor priorities, including ESG results, and (iii) an absolute TSR modifier for any Performance Units which vest based on the achievement of operational performance metrics

Provided our Executives the ability to receive all or any portion of their annual bonus in fully vested LTIP Units in lieu of cash, encouraging management to increase their equity position with the Company and strengthen their alignment with stockholders

Adopted a clawback policy for both cash and equity incentives for all Section 16 officers
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The following table highlights all key features of our executive compensation program. We believe these practices promote good governance and serve the interests of our stockholders.
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2020 SAY-ON-PAY VOTE
At our 2020 annual meeting, almost 84% of votes cast were voted in favor of our “say-on-pay vote, which we believe affirms our stockholders’ support of our approach to our executive compensation program. Our say-on-pay vote is currently held on an annual basis, consistent with the preference expressed by a majority of our stockholders.
IMPACT OF THE COVID-19 PANDEMIC ON CEO COMPENSATION
The onset of the COVID-19 pandemic in March 2020 resulted in sudden disruptions to the U.S and global economies that included restrictions on non-essential commercial activities and widespread mandatory “stay-at-home” orders, which had a direct and significant impact on our operations. Our immediate response prioritized the health and safety of our employees and tenants, and supported our communities through the offering up unleased space for critical response work and donations.
Notwithstanding the unprecedented and unforeseen disruption in 2020, the Compensation Committee remained committed to maintaining a pay-for-performance philosophy that balanced the impact of COVID-19 on our financial results, stock price performance and management’s need to focus on new COVID-related priorities. Accordingly, our CEO’s compensation was materially impacted as follows:

2020 Annual Cash Bonus:   Our CEO’s 2020 cash bonus payout decreased 13% as compared to 2019.

Time-Based Equity Awards:   No change to the value of our CEO’s 2020 annual stock grant, as compared to the value of the annual stock grant issued to him in December 2019.

Vesting of the Outperformance Plan:   The 2018 OPP, which had a performance period that concluded on December 31, 2020, was earned at only 8% of total potential value. By comparison, prior to the COVID-19 pandemic and as of December 31, 2019, the value of our CEO’s allocation in the 2018 OPP was tracking to earn close to a maximum payout which would have resulted in $5,663,009 versus the actual payout of $496,022.
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Proxy Statement  |  2021
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2021 Base Salary:   No salary increase was provided for 2021.

2021 Cash Bonus Opportunity:   No changes were made to our CEO’s 2021 annual cash bonus opportunities.
TSR PAY-FOR-PERFORMANCE ALIGNMENT
Our stock price in 2020 was materially impacted by COVID-19. Notwithstanding this fact, our long-term results have historically been strong, consistently delivering exceptional TSR and outperforming the office REIT sector, our peer group and the broader REIT industry.
The following table shows our three-year TSR performance as of December 31, 2020 as compared to our historical three-year TSR performance at year-end over the prior five years and illustrates that prior to COVID-19, our TSR performance had consistently been at the top of the market.
TOTAL STOCKHOLDER RETURNS(1)(2)
3-YEAR TSR as of December 31:
2020
2019
2018
2017
2016
2015
SNL Equity 16%
SNL Equity 33%
HPP 13%
HPP 23%
HPP 70%
HPP 42%
Peer Group (16%)
HPP 18%
SNL Equity 12%
Peer Group 22%
Peer Group 47%
Peer Group 40%
SNL Office (16%)
Peer Group 17%
Peer Group 5%
SNL Equity 21%
SNL Office 42%
SNL Equity 36%
HPP (22%)
SNL Office 8%
SNL Office (6)%
SNL Office 16%
SNL Equity 43%
SNL Office 35%
(1)
Represents the three-year TSR per S&P Global Market Intelligence as of December 31st each year.
(2)
Peer Group data excludes companies that did not trade publicly for the entire period referenced and includes the designated peers at the time of disclosure.
KEY:
HPP: Hudson Pacific Properties
Peer Group: Median (see page 46 for peers)
SNL Equity: SNL U.S. REIT Equity Index
SNL Office: SNL U.S. REIT Office Index
Direct Impact of TSR on Earned Compensation
Consistent with intended plan design, our TSR performance has a meaningful and direct impact on the compensation earned by our NEOs. Both the current Performance Unit program and historical Outperformance Plans are funded in part by TSR performance and require significant and meaningful performance in excess of average returns. The following table shows how each program was tracking (or actually funded) as of December 31, 2020, and for the 2018 and 2019 programs, shows how the programs lost significant value in 2020:
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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PLAN
PLAN FUNDING
as of December 31, 2020
PRE-COVID STATUS
as of December 31, 2019
LOST PLAN VALUE
DUE TO COVID(1)
2018 OPP
($25,000,000 Plan Maximum)
$2,066,757
(8% of potential value)
$23,595,971
(94% of potential value)
$(21,529,214)
2019 OPP
($28,000,000 Plan Maximum)
$0
(0% of potential value)
$28,000,000
(100% of potential value)
$(28,000,000)
2020 Performance Units
41% of Operational Performance Units and 29% of Relative TSR Performance Units
Not Applicable
(granted in January of 2020)
Not Applicable
(granted in January of 2020)
(1)
Above amounts reflect the aggregate plan value for all plan participants, including non-NEOs
Direct Impact of TSR on CEO Compensation
It is important to note that, in accordance with rules of the Securities and Exchange Commission, our CEO’s compensation as reported in the Summary Compensation Table of our proxy statement includes the grant date fair value of equity awards granted in the applicable year. However, the actual delivered or realized value of these awards may differ substantially from the Summary Compensation Table reported values. As illustrated in the graph below, total realized compensation for our CEO in 2020 is $6,483,709 versus $9,487,250 as reflected in the Summary Compensation Table. The Compensation Committee believes this demonstrates the alignment between compensation program outcomes and our TSR, consistent with the intent of our executive compensation program.
CEO SUMMARY COMPENSATION TABLE VS. REALIZED COMPENSATION
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For purposes of this graph, realized value includes our CEO’s salary and actual bonus paid for 2020, as well as benefits and other perquisites, and the value of any RSUs, restricted stock and LTIP Units that vested in 2020.
PAY MIX
The Compensation Committee is guided by the following principles in determining an appropriate compensation mix:

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

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

Although the Compensation Committee does not target any particular peer group percentile, the overall compensation structure should provide competitive compensation opportunities that will result in overall compensation at the higher-end of the peer range and that is attractive relative to compensation available at successful competitors if our performance exceeds expectations. Conversely, if the Company’s performance is below expectations and peer levels, it will result in overall compensation that is at the low end of the peer range and is less than those amounts paid at more successful competitors.
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Proxy Statement  |  2021
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For 2020 performance, total direct compensation opportunity was allocated as follows:
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EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
Objectives of Our Compensation Program
Our executive compensation philosophy is designed to accomplish the following objectives:

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

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

to achieve an appropriate balance between risk and reward in our compensation programs that does not incentivize unnecessary or excessive risk-taking.
In order to achieve these objectives, we provide a comprehensive and market-based compensation program to the executive officers that includes both fixed and variable amounts, the components of which are described in more detail below under “Elements of Executive Officer Compensation.”
How We Determine Executive Compensation
COMPENSATION COMMITTEE
COMPENSATION CONSULTANT
HPP MANAGEMENT
Exercises independent discretion with respect to executive compensation matters Advises the Committee on competitive benchmarking for pay levels, best practices in plan design, and governance trends CEO provides input on individual performance for other NEOs and results against key non-financial business goals
Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs Assists with peer group selection and analysis Provides additional information as requested by the Committee
Reviews and approves individual targets and actual compensation for the most senior executives Reviews and advises on recommendations, plan design and measures
ROLE OF THE COMPENSATION COMMITTEE
The Compensation Committee determines compensation for our NEOs and consists of three independent directors. The purpose and responsibilities of the Compensation Committee include the following:

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

review any market-based compensation data provided by its compensation consultant, as described in greater detail below;
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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make recommendations to the Board with respect to the compensation of non-employee directors;

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

continue to consider additional factors that may be appropriate for inclusion in our long-term compensation philosophy.
The Compensation Committee operates under a written charter adopted by our Board, a copy of which is available on our Website at www.HudsonPacificProperties.com. Information contained on our Website is not incorporated by reference into this Proxy Statement, and you should not consider information contained on our Website to be part of this Proxy Statement.
We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our NEOs (a “say-on-pay proposal”). The Compensation Committee will continue to consider the outcome of our say-on-pay proposals when making future compensation decisions for our NEOs.
ENGAGEMENT OF COMPENSATION CONSULTANT
The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In 2020, the Compensation Committee engaged FPL Associates L.P., or FPL, a compensation advisory practice, to provide market-based compensation data and to advise on industry trends and best practices.
Other than advising the Compensation Committee as described above, FPL did not provide any services to the Company in 2020. Furthermore, our management team neither made the decision, nor recommended that the Compensation Committee decide, to engage FPL. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with FPL. The Compensation Committee has considered the independence of FPL, and each other adviser and outside legal counsel that provide advice to the Compensation Committee, consistent with the requirements of NYSE, and has determined that FPL and such other advisers are independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining FPL. The Compensation Committee intends to reassess the independence of its advisers at least annually.
ROLE OF MANAGEMENT AND THE CHIEF EXECUTIVE OFFICER
The CEO provides the Compensation Committee with input on individual performance of all of his direct reports. The other NEOs do not play a role in determining their own compensation, other than discussing their performance with our CEO and assisting in the identification of appropriate cash bonus goals. During 2020, the Compensation Committee held meetings both independently and with the participation of our CEO. The Compensation Committee’s compensation consultant also participated in select meetings, at the committee’s request.
How We Use Peer Group Data
Each year, the Company reviews the peer group to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPL prepared for the Compensation Committee a peer group using the following selection criteria:

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

select diversified REITs that own a large office portfolio; and

peer companies that generally range in size from approximately 0.5x to 2.5x of our implied equity market capitalization and total enterprise value.
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Proxy Statement  |  2021
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Based on this assessment, we determined that the peer companies continue to be appropriate comparisons and our peer group did not require any revisions. For 2020, our peer group included the following 11 REITs:
Cousins Properties Incorporated Highwoods Properties, Inc. Paramount Group, Inc.
Douglas Emmett, Inc. The Howard Hughes Corporation Piedmont Office Realty Trust, Inc.
Empire State Realty Trust, Inc. JBG SMITH Properties SL Green Realty Corp.
Equity Commonwealth Kilroy Realty Corporation
In October 2020, when the peer group was approved, our implied equity market capitalization was just below the median and total enterprise value was above the median, in each case, compared to the peer group (based on the publicly available information at that time).
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(1)
Figures shown are in thousands
The Compensation Committee uses the industry data as one tool in assessing and determining pay for our NEOs. Peer group data is intended to provide the Compensation Committee with insight into the overall market pay levels, market trends, best governance practices and industry performance. The compensation analysis for each peer group provided an overview of typical compensation components (e.g., base salaries, annual bonuses and long-term equity incentives), as well as the range of compensation levels by position, in each case, generally found within the relevant peer group. The peer group compensation analysis prepared by FPL was used by the Compensation Committee for informational purposes only and to assess the competitiveness of each NEO’s overall compensation.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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ELEMENTS OF EXECUTIVE OFFICER COMPENSATION
Each component of compensation plays a role in supporting our compensation goals and objectives consisting of the following principal components:
COMPONENT
FORM
LINKS TO PERFORMANCE
OBJECTIVE
Base Salary
Fixed Cash
Determined based on:

Evaluation of executive’s experience and current performance

Internal pay equity and comparison to peer group

Recognize ongoing performance of job responsibilities, sustained high performance and contributions to Company success

Attract and retain executive talent
Annual Cash
Bonus
Variable
Incentive Cash
Subject to meaningful changes year-over-year contingent on annual performance accomplishments. 2020 cash bonus payouts were determined based on the Compensation Committee’s evaluation of:

Financial, Leasing and Operating Performance

Balance Sheet Management

Investment and Development Activities

Other Strategic Initiatives and Factors (including COVID-related items)

Reward the achievement of short-term corporate objectives and individual contributions on an annual basis

Drive stockholder value creation
Long-Term
Incentives
Variable, Time-Based Equity Awards
Grant size is determined at fiscal year-end based on:

TSR performance

Execution of the Company’s long-term strategic plan

NEOs’ compensation levels compared to our peer group
Shares vest ratably over a three-year period, subject to continued service
Awards are subject to an additional mandatory holding period three years following the applicable vesting date

Support the retention of executives

Subject recipients to the same market fluctuations as stockholders

Motivate management to create long-term stockholder value

Reinforce our NEOs’ alignment of interests with our stockholders’ interests over the long-term

Ensure that management maintains a long-term focus that serves the best interests of the Company
Performance Unit Awards
(New in 2020)
Provides value to our executives upon the creation of meaningful stockholder value as well as the achievement of operational/financial success above specified hurdles over a three-year performance period, including:

Relative TSR exceeding the SNL U.S. REIT Office Index return

Operational metrics subject to further modification based on absolute TSR performance
Earned payouts continue to be subject to a two-year mandatory holding period

Enhance pay-for-performance structure and stockholder alignment

Motivate and reward senior management for superior TSR performance based on rigorous absolute and relative hurdles

Addition of operational performance metrics that are aligned with investor priorities and long-term value creation
We design the principal components of our executive compensation program to achieve one or more of the principles and objectives described above. We view each component of our executive compensation program as related but distinct, and we regularly reassess the total compensation of our executive officers to ensure that our overall compensation objectives are met. Compensation of our NEOs consists of the following elements:

base salary;

annual performance-based cash bonuses;

time-vesting equity incentive compensation grants and multi-year equity-based performance equity award programs;
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Proxy Statement  |  2021
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certain severance and change in control benefits; and

retirement, health and welfare benefits and certain limited perquisites and other personal benefits.
Our compensation programs are designed to be flexible and complementary, and to collectively serve all of the executive compensation principles and objectives. In addition, the compensation levels of our NEOs reflect to a significant degree the varying roles and responsibilities of such executives.
The following is a discussion of the primary elements of 2020 compensation for each of our NEOs.
Base Salaries
Base salaries are approved and periodically reviewed by the Compensation Committee. We believe that these salary levels provide appropriate levels of fixed income based on the background, qualifications and skill set of each executive.

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

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

Prior to the onset of the COVID-19 pandemic, in January 2020, in connection with the execution of new employment agreements and the promotion of certain of our NEOs, the Compensation Committee determined it was appropriate to increase NEO base salaries to reflect updated individual roles and increased responsibilities.
The following table sets forth the 2020 base salaries for each of our NEOs:
EXECUTIVE
2020 BASE SALARY
($)
Victor J. Coleman 950,000
Mark T. Lammas 725,000
Harout Diramerian 415,000
Alexander Vouvalides 625,000
Joshua A. Hatfield 535,000
Cash Bonuses
Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation dependent on Company and individual performance.
The threshold, target and maximum percentages of base salary for 2020 were as follows:
EXECUTIVE
THRESHOLD
TARGET
MAXIMUM
Victor J. Coleman 125% 175% 225%
Mark T. Lammas 90% 130% 170%
Harout Diramerian 75% 100% 125%
Alexander Vouvalides 90% 130% 170%
Joshua A. Hatfield 85% 120% 155%
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2021
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Assessing 2020 Performance
Prior to the finalization of our 2020 cash bonus program, the COVID-19 pandemic was unfolding and accordingly, the Compensation Committee determined to use a broader set of criteria to assess 2020 performance that better reflected the Company’s near-term priorities. Accordingly, the Compensation Committee evaluated the Company’s performance results and determined that:

Exceeded Expectations on a Relative Basis—The Company exceeded the overall office REIT sector in key categories including relative AFFO growth, occupancy rates and rent growth on new leases.

Partially Above Expectations on an Absolute Basis—The Company performed at or above expectations for managing the balance sheet, maintaining the dividend, achieving ESG goals and exceeding rent collections. Financial and operating performance in 2020 was significantly impacted by COVID-19 which resulted in FFO below the initial budgeted range and negative TSR performance, consistent with other office REITs.

Successfully Completed Blackstone Strategic Joint Venture—The Company completed a strategic joint venture with Blackstone to sell a 49% interest in the Company’s studio platform based on $1.65 billion gross value, generating $808.5 million of proceeds, and together with the Company’s share of  $900.0 million of asset-level financing, $1.3 billion of recapitalization proceeds.
This assessment was based on a review of the following key factors:
Financial, Leasing and Operating Performance

Same-store office NOI(1) of  +0.6% on a cash-basis and 5.0% on a GAAP basis, which is above the median of the office REIT sector and stronger than Green Street’s April 20, 2020 revised same-property cash NOI growth estimates of  -3.6% (original pre-COVID forecast was +3.6%).

FFO(2) was below the initial budgeted range.

AFFO(2) growth of  +40.0% compared to the same period last year, despite temporary decline in FFO stemming from the Hollywood Media Portfolio joint venture transaction, which is at the top of the office REIT sector.

Strong rent collections at rates exceeding 97% for Q2, Q3 and Q4 combined, consistent with the Company’s office peers.
Balance Sheet Management

Maintained Adjusted EBITDAre (annualized)/Consolidated net debt (“Debt-to-EBITDA”)(3) ratio at or below 7.0x as of each reported quarter-end throughout 2020.

Generated total liquidity of  $1.1 billion and repaid indebtedness to eliminate material maturities until 2023, improving weighted average remaining term on Company’s share of all debt to 6.1 years (comprised predominantly of unsecured and fixed-rate debt).

Maintained dividend at $0.25 per quarter (consistent with most office peers).
Investment and Development Activities

Completed strategic joint venture with Blackstone to sell a 49% interest in the Company’s studio platform based on $1.65 billion gross value, generating $808.5 million of proceeds, and together with the Company’s share of  $900.0 million of asset-level financing, $1.3 billion of recapitalization proceeds.

Achieved important milestones within the development pipeline, including:

Obtained certificate of occupancy for Harlow;

Topped off structural steel at One Westside;
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Proxy Statement  |  2021
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Completed entitlements to build an additional 479,000 square feet at Sunset Gower Studios, resulting in more than 50% of 2.7 million-square foot future development pipeline becoming fully entitled.
Other Strategic Initiatives and Factors

Introduced Better BlueprintTM platform to serve as foundation of the Company’s work related to ESG issues, including outlining primary goals to achieve by 2025 such as net zero carbon and net zero waste across all operations, adopting Healthy Building Checklist across entire in-service portfolio, and donating at least 1% of net earnings (adjusted for gains and impairment losses) annually to charitable causes.

Became one of the first major real estate organizations to achieve 100% carbon neutrality across all real estate operations, ahead of the Company’s 2025 target for net-zero carbon status, with 71% of the in-service office portfolio receiving ENERGY STAR certification and 80% receiving LEED certification.

Implemented industry-leading COVID-19 standard operating procedures including state-of-the-art air filtration at all properties, customized case response protocols, and communication/signage tools to address tenant concerns and facilitate the safe and healthy reintegration of occupancy across office and studio portfolio.

Created a robust DEI education series for all employees, launched Employee Resource Groups and created a DEI resource library.
(1)
Refer to Appendix A for our definition of net operating income and a reconciliation from net income to same-store office cash net operating income.
(2)
Refer to Appendix A for our definition of FFO and a reconciliation of net income to FFO, excluding specified items.
(3)
Refer to Appendix A for our definition of adjusted EBITDAre (annualized) and consolidated net debt and a reconciliation from net income to adjusted EBITDAre (annualized).
2020 Annual Bonus Payouts
Based on the Compensation Committee’s evaluation of 2020 performance, it was determined that despite the fact that the Company’s performance exceeded expectations on a relative basis, met expectations on balance sheet and ESG objectives and successfully completed a key strategic joint venture to enhance our studio platform, a payout at target was appropriate to recognize the negative impact of COVID-19 to absolute FFO and TSR results. For comparative purposes only and to ensure that 2020 bonus payouts were reasonable, the Compensation Committee also reviewed hypothetical payouts using the 2019 bonus methodology for FFO per share, same-store office NOI growth and stabilized office portfolio leased percentage and determined that approximately 90% of target would have been achieved. Accordingly, the Compensation Committee determined that a target payout was reasonable given this impressive performance as well as management’s ability to effectively lead the Company during the pandemic and produce industry-leading results.
The 2020 annual cash bonuses paid to our NEOs are as follows:
EXECUTIVE
2019 BONUS
($)
2020 BONUS
($)
YOY
CHANGE
Victor J. Coleman 1,912,500 1,662,500 (13.1)%
Mark T. Lammas 1,105,000 942,500 (14.7)%
Harout Diramerian(1) 379,500 415,000 9.4%
Alexander Vouvalides 852,500 812,500 (4.7)%
Joshua A. Hatfield 775,000 642,000 (17.2)%
(1)
Mr. Diramerian’s January 2020 promotion and related increase to target cash compensation opportunities resulted in less impact to year-over-year change in cash bonus.
Pursuant to our executive deferral election program, Messrs. Coleman, Lammas, Diramerian and Hatfield elected to receive 50% (25% for Mr. Diramerian) of their 2020 annual cash bonus in a number of fully vested LTIP Units determined based on the closing price of the Company’s common stock on December 29, 2020 ($23.49).
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Proxy Statement  |  2021
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Long-Term Equity Incentives
The goals of our long-term, equity-based awards are to incentivize and reward increases in long-term stockholder value and to align the interests of our NEOs with the interests of our stockholders.
Our long-term equity incentive program is bifurcated into two components as follows:
Annual Equity Awards
In December 2020, the Compensation Committee approved time-based awards of LTIP Units for our NEOs. These awards are designed to:

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

Enable us to deliver competitive compensation to the executive officers at levels sufficient to attract and retain top talent within our executive officer ranks.
In determining the dollar-denominated value of the 2020 time-based LTIP Unit awards for our NEOs, the Compensation Committee analyzed:

The Company’s operational performance and TSR performance (including the Company-performance factors set forth above in “Proxy Summary—2020 Business Highlights”);

The role and responsibilities of the individual;

Individual performance history; and

Prevailing market practices based on market data provided by FPL with respect to our peer group.
Annual equity awards were not determined based on the attainment of any particular individual or Company-level performance goal(s) or the application of any benchmarking or formula(e). Instead, the Compensation Committee considered our strong operational and long-term total stockholder return performance as well as the extraordinary effort put forth to perform to best in class standards given the unique challenges of this year in determining the appropriate values.
Based on this assessment, the Compensation Committee approved grants of time-based LTIP Unit awards, as follows:
EXECUTIVE
2020 LTIP
UNIT
AWARD
(#)(1)
2020
LTIP
UNIT
AWARD
($)(2)
Victor J. Coleman 170,285 4,000,000
Mark T. Lammas 68,114 1,600,000
Harout Diramerian 21,286 500,000
Alexander Vouvalides 63,857 1,500,000
Joshua A. Hatfield 31,928 750,000
(1)
Number of LTIP Units determined based on the closing price of the Company’s common stock as of December 29, 2020 ($23.49).
(2)
The grant date fair values, computed in accordance with ASC 718, are $3,267,769, $1,307,108, $408,478, $1,225,416 and $612,698 for Messrs. Coleman, Lammas, Diramerian, Vouvalides and Hatfield, respectively.
These awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date, subject to the executive’s continued service through such vesting date and further subject to an additional mandatory holding period under which the NEOs cannot transfer vested units for an additional three years following
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Proxy Statement  |  2021
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the applicable vesting date. The LTIP Unit awards are subject to accelerated vesting upon certain terminations (as described below in the section entitled “Potential Payments Upon Termination or Change in Control”).
Performance Unit Awards
Annual Performance Unit awards are granted as performance units in our operating partnership. Under this new Performance Unit program, a fixed number of Performance Units will be issued at the onset of the performance period and may be earned under a range of payouts based on stated goals. Below is a summary of the key terms of the 2020 Performance Unit awards:
FEATURE
DESCRIPTION
OBJECTIVE
Plan Concept
Three-year performance award program with Performance Units issued at the onset of the plan which may be earned as follows: (i) 50% of grant date fair value based on relative TSR performance (the “Relative TSR Units”) and (ii) 50% of grant date fair value based on operational metrics, subject to an absolute TSR modifier (the “Operational Units”)
Relative TSR Units

Three-year measurement period, ending on December 31, 2022

Performance Units may be earned between 37.5% and 250% of target based on relative TSR performance equal to -1,000 bps to +1,500 bps as compared to the SNL U.S. REIT Office Index return

Payouts for in-between performance will be calculated using straight-line interpolation

No payouts will be earned for relative TSR less than -1,000 bps

Promotes value creation over a long-term period

Rewards executives only if we deliver strong stockholder returns relative to our peers
Operational Units

One-year measurement period, ending on December 31, 2020 for operational performance; three-year measurement period, ending on December 31, 2022 for absolute TSR performance

Performance Units may be earned between 50% and 200% of target based on Net Debt to Gross Asset Value (30%), Leasing Volume (30%), LEED Certification (10%), Carbon Neutrality (10%) and G&A to Gross Asset Value (20%) based on performance as of December 31, 2020

Any Performance Units “earned” are subject to modification based on absolute TSR performance ranging from a 40% reduction if TSR is equal to or less than 0% to no reduction if TSR is equal to or greater than 30% as of December 31, 2022

Payouts for in-between performance will be calculated using straight-line interpolation

Metrics promote strong operational performance and focus on investor priorities that will contribute to long-term value creation

Modifier limits the reward in periods when absolute TSR performance is not strong, including negative returns
Post-Vesting Holding Period

Requires any Performance Units earned under the plan be subject to a two-year holding period during which time the units may not be transferred

Ensures the continued alignment with stockholders following the conclusion of the measurement period
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Proxy Statement  |  2021
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The Compensation Committee approved awards of Performance Units for 2020, that were issued based on the grant date accounting value, as follows:
2020 PERFORMANCE UNIT AWARD VALUES
EXECUTIVE
TOTAL TARGET
AWARD
($)
OPERATIONAL
PERFORMANCE
UNIT VALUE AT
TARGET
($)
RELATIVE TSR
PERFORMANCE
UNIT VALUE AT
TARGET
($)
Victor J. Coleman
$
3,500,000
$ 1,750,000 $ 1,750,000
Mark T. Lammas
1,550,000
775,000 775,000
Harout Diramerian
400,000
200,000 200,000
Alexander Vouvalides(1)
1,450,000
725,000 725,000
Joshua A. Hatfield(1)
700,000
350,000 350,000
(1)
Messrs. Vouvalides and Hatfield forfeited their 2020 Performance Unit awards in connection with their resignations in February 2021.
Although the program is designed to grant a “target” number of units, with adjustments upwards/downwards based on performance, in order to address certain tax requirements that apply to Performance Units, each NEO was awarded the maximum number of units. Therefore, based on our performance, the units can be earned at maximum (if maximum goals are achieved) or, if maximum goals are not achieved, the units will be adjusted downwards. If threshold, target or maximum goals are reached, then (1) the Relative TSR Units will be earned at 15%, 40% and 100%, respectively, of the Relative TSR Units awarded and (2) the Operational Units will be earned at 25%, 50% and 100%, respectively, of the Operational Units awarded. The earned Operational Units may be subject to further reduction of up to 40% based on our absolute TSR performance.
Achievement of 2020 Performance Unit Awards
The following table summarizes the status of the outstanding 2020 Performance Unit awards as of December 31, 2020 based on actual performance through that date (with calculations under the Operational Units detailed on the next page):
PAYOUT AS A PERCENT OF POTENTIAL UNITS
PLAN YEAR
OPERATIONAL UNITS
WITH ABSOLUTE TSR
MODIFIER
RELATIVE
TSR UNITS
TOTAL UNITS
STATUS
2020 Performance Units
41% (including 40% reduction
based on absolute TSR
performance)(1)
29%
36%
2 Years of performance
remaining
(1)
Percent shown is based on having earned an aggregate of 70% of Operational Unit measures as of December 31, 2020, less the negative impact of the absolute TSR modifier.
The one-year performance period for the 2020 Operational Units concluded on December 31, 2020. In February 2021, the Committee determined that each of our NEOs banked Operational Units based on our performance compared to each measure, as shown below:
PERFORMANCE
CRITERIA
WEIGHTING
THRESHOLD
TARGET
MAXIMUM
ACTUAL
RESULTS
PERCENTAGE
EARNED
Annual Net Debt to Annual Gross Asset Value
30%
39%
38%
37%
32.9%
30%
Leasing Volume
30%
1,425,000 sf
1,500,000 sf
1,575,000 sf
1,000,000 sf
0%
LEED Certification
10%
64.6%
68%
71.4%
80.0%
10%
Carbon Neutrality
10%
85.5%
90%
94.5%
100%
10%
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PERFORMANCE
CRITERIA
WEIGHTING
THRESHOLD
TARGET
MAXIMUM
ACTUAL
RESULTS
PERCENTAGE
EARNED
G&A to Consolidated Gross Assets
20%
0.85%
0.80%
0.75%
0.74%
20%
Total
100%
70%
The remaining portion of the operational performance component that could no longer be earned was forfeited. Operational Units are ultimately earned at the end of the three-year performance period after the application of the absolute TSR modifier. Relative TSR Units will be earned at the end of the three-year performance period.
At the end of the three-year performance period on December 31, 2022, subject to continued employment through such date, NEOs will be vest in any earned Performance Units, which will continue to be subject to an additional two-year holding period.
Achievement of OPP Awards
From 2012 to 2019, the Compensation Committee adopted an annual outperformance program to provide incentive to achieve long-term, absolute stock performance (TSR in excess of 21%) and relative stock performance (above the SNL U.S. REIT Office Index). OPP awards are payable only when performance exceeds stretch hurdles as measured by three-year TSR. With respect to the 2019 OPP, each NEO was granted an award in the form of Performance Units. Each NEO’s 2019 OPP bonus pool interest will be paid in fully vested Performance Units and will continue to be subject to an additional two-year holding period.
The following table summarizes the status of the outstanding OPP awards as of December 31, 2020 based on actual performance through that date (with the plans yet to be determined based on pro-rated performance targets):
PLAN YEAR
ABSOLUTE
POOL
RELATIVE
POOL
TOTAL POOL
TOTAL POOL
AS A
PERCENT OF
POTENTIAL
VALUE
STATUS
2018 OPP
($25,000,000 Plan Maximum)
$0
$2,066,757
$2,066,757
8%
Concluded
2019 OPP
($28,000,000 Plan Maximum)
$0
$0
$0
0%
1 Year of performance
remaining
OTHER ASPECTS OF OUR EXECUTIVE COMPENSATION PROGRAM
Risk Mitigation
Our executive compensation program is designed to achieve an appropriate balance between risk and reward that does not incentivize unnecessary or excessive risk-taking. We believe that our annual cash bonus program and our equity-based compensation program (including the time-based equity awards and the Performance Units, OPPs or other performance-based awards) contain appropriate risk mitigation factors, as summarized below:
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Ownership Guidelines
In addition to the elements of executive officer compensation described below, we have adopted stock ownership guidelines pursuant to which our NEOs are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary. Our NEOs will have until December 31, 2021 to meet the stock ownership requirements. A new NEO has from the later of  (i) four years from his or her promotion, (ii) two years from the date on which such executive became an NEO or (iii), in the case of a new employee, four years from his or her employment start date. Our stock ownership guidelines are as follows:
EXECUTIVE
OWNERSHIP
REQUIREMENT AS A
MULTIPLE OF BASE
SALARY
Victor J. Coleman 10x
All other executives 3x
As of December 31, 2020, each of our NEOs met the stock ownership requirements, other than Mr. Diramerian. Mr. Diramerian was promoted to Chief Financial Officer effective January 1, 2020 and has until January 1, 2024 to meet the stock ownership requirements.
Clawback Policy
In February 2020, the Committee adopted a “clawback” policy applicable to our executive officers. The policy allows for the recoupment of excess incentive-based cash and equity compensation (including awards made under our annual cash bonus plan and long-term incentive plans) in connection with a financial restatement due to the material noncompliance of the Company with financial reporting requirements under securities laws, as a result of fraudulent, willful or grossly negligent misconduct. If any of the payments would have been lower if determined using the restated results, our Committee will, in its discretion and to the extent permitted by law, seek to recoup from the executive officers up to the excess value or benefit of the prior payments made to those executive officers after the effective date of the policy.
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Anti-Hedging and Anti-Pledging Policy
The Board has established a policy that prohibits hedging and pledging by our officers, members of the Board and other employees. The policy prohibits any director, officer or other employee of the Company from trading in puts or calls or engaging in other hedging transactions involving the Company’s securities. Pledging the Company’s securities as collateral to secure loans is also prohibited. All of our executive officers, members of the Board and employees are in compliance with such policy.
EMPLOYEE BENEFITS
Our full-time employees, including our NEOs, are eligible to participate in health and welfare benefit plans, which provide medical, dental, prescription, short-term and long-term disability, life insurance, an employee assistance program and other health benefits. We believe that these benefits are a key component of a comprehensive compensation package, providing essential protections to our NEOs and enhancing the overall desirability and competitiveness of our total rewards package.
Our employees, including our NEOs, who satisfy certain eligibility requirements may participate in our 401(k) retirement savings plan. Under the 401(k) plan, eligible employees may elect to contribute pre-tax amounts to the plan, up to a statutorily prescribed limit. In 2020, we matched a portion of the contributions to the 401(k) plan on behalf of eligible employees. The discretionary employer match for 2020 was 30% of the first 6% of the eligible participant’s compensation contributed to the plan. We believe that providing a vehicle for tax-preferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.
ADDITIONAL COMPENSATION COMPONENTS
In the future, we may provide different and/or additional compensation components, benefits and/or perquisites to our NEOs to ensure that we provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our compensation structure to properly attract, motivate and retain the top executive talent for which we compete. All future practices regarding compensation components, benefits and/or perquisites will be subject to periodic review by the Compensation Committee.
SEVERANCE AND CHANGE IN CONTROL BENEFITS
As described more fully below in the sections entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2020 Table” and “Potential Payments Upon Termination or Change in Control,” we have entered into employment agreements with our NEOs that provide for various severance and change in control benefits and other terms and conditions of employment. On January 1, 2020, we executed new employment agreements with each of our NEOs as well as other executives. As part of his new employment agreement, Mr. Coleman agreed his cash severance protection will no longer include the average value of any annual equity awards made to him during the two prior fiscal years.
We believe that the protections contained in these employment agreements will help to ensure the day-to-day stability necessary to our executives to enable them to properly focus their attention on their duties and responsibilities with the Company and will provide security with regard to some of the most uncertain events relating to continued employment, thereby limiting concern and uncertainty and promoting productivity.
The treatment of outstanding equity-based awards held by our NEOs upon a termination or change in control is covered in the respective award agreements and described in more detail in the section “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2020 Table” and “Summary of Potential Payments Upon Termination or Change In Control” below.
In addition, each of our OPPs provide for pro-rata accelerated time-vesting upon a qualifying termination during the performance period, as well as accelerated vesting upon a change in control (subject to attainment of applicable performance criteria). The 2020 Performance Unit awards granted to our NEOs also provide for accelerated vesting in an amount equal to the number of Performance Units earned based on the greater of target or actual performance through the date of a qualifying termination or change in control. For a description of the material terms of the
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employment agreements and treatment of OPP and Performance Unit awards in connection with a change in control or qualifying termination, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2020 Table” and “Potential Payments Upon Termination or Change in Control” below.
TAX CONSIDERATIONS
Section 409A of the Internal Revenue Code
Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code.
Section 280G of the Internal Revenue Code
Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment.
Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.
ACCOUNTING STANDARDS
ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. We have elected to account for forfeitures of awards as they occur. Grants of restricted stock, RSUs and Performance Units under our equity incentive award plans will be accounted for under ASC Topic 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.
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SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2018, December 31, 2019 and December 31, 2020, as well as their positions for 2020:
NAME AND PRINCIPAL
POSITION
YEAR
SALARY
($)
BONUS
($)(1)
STOCK
AWARDS
($)(2)
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)(3)
ALL OTHER
COMPENSATION
($)(4)
TOTAL
($)
Victor J. Coleman
Chief Executive Officer and Chairman of the Board
2020 $ 950,000 $ 831,250 $ 7,598,582 $ 107,418(4) $ 9,487,250
2019 850,000 382,500 6,497,825 1,530,000 67,417 9,327,742
2018 825,000 330,000 3,929,501 1,165,313 110,988 6,360,802
Mark T. Lammas
President and Treasurer
2020 725,000 $ 471,250 3,328,165 5,712 4,530,127
2019 650,000 221,000 2,610,640 884,000 5,622