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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):

No fee required

Fee paid previously with preliminary materials.

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

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DEAR FELLOW STOCKHOLDER:
On behalf of the Board of Directors of Hudson Pacific Properties, Inc., I invite you to attend our Annual Meeting of Stockholders on Thursday, May 19, 2022 at 9:00 a.m. (PDT). The meeting will be held at our headquarters, located at 11601 Wilshire Boulevard, Ninth Floor, Los Angeles, California 90025. Please see page 5 of the Proxy Statement for information on how to vote.
Hudson Pacific accomplished a great deal in 2021, staying true to our core strategy. We further expanded our office and studio portfolios within global centers of innovation. We delivered on exceptional value-creating redevelopment opportunities and grew our studio platform by acquiring new production service lines and adding another large-scale, purpose-built studio to our development pipeline. All this, while successfully capitalizing on our office lease expirations and maintaining a strong and flexible balance sheet.
The long-term outlook for the unique type of properties and experience Hudson Pacific provides for its studio and office tenants has never been brighter. For over a decade, we’ve remained diligent in our focus on high-barrier-to-entry markets propelled by the growth of tech and media. We’ve also put ourselves at the forefront of owning and operating production studios, where operational complexity and unique relationships create significant barriers to building a platform at scale. Our strategy has proven out and remains well intact, as the pandemic has only accelerated pre-existing demand trends, driving abundant capital to the tech and media industries.
In 2022, Hudson Pacific will continue to do what we do best—creating significant shareholder value by transforming underperforming real estate in global tech and media markets and leasing that space to meet the modern workplace needs of today’s and tomorrow’s leading companies. We are specifically focused on five key objectives this year:

first, to successfully address our 2022 office lease expirations, while capturing double-digit mark-to-market on rents;

second, to execute successfully on our near-term value-creation office and studio development opportunities, including Sunset Glenoaks and Washington 1000;

third, to recycle capital from non-strategic asset sales into strategically aligned acquisition opportunities, be it office or studio assets, production services businesses or share repurchases;

fourth, to maintain a strong, flexible balance sheet with ample liquidity to run and grow our business;

and finally, to continue to undertake innovative and impactful ESG endeavors that further differentiate Hudson Pacific in the areas of sustainability, health and equity.
We value your engagement, and we thank you for your continued support of Hudson Pacific.
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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 2022 ANNUAL MEETING OF STOCKHOLDERS
Please join us for the 2022 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 19, 2022 at 11601 Wilshire Boulevard, Ninth Floor, Los Angeles, California 90025.
At the 2022 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 ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
3
The advisory approval of the Company’s executive compensation for the fiscal year ended December 31, 2021, as more fully disclosed in the accompanying Proxy Statement; and
4
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, 2022, the record date for the 2022 Annual Meeting of Stockholders, or hold a proxy from such a record holder, to attend and vote at the Annual Meeting or at any adjournments or postponements of the Annual Meeting. If you plan to attend, please bring a picture I.D. and, if your shares are held in “street name” ​(i.e., through a broker, bank or other nominee), a copy of a brokerage statement reflecting your stock ownership as of the close of business on March 22, 2022. If your shares are held in “street name,” you will also need a duly authorized proxy from your broker, bank or other nominee to vote your shares at the Annual Meeting. Regardless of whether you will attend, please authorize your proxy electronically through the Internet or by telephone or by completing and mailing your proxy card so that your votes can be cast at the Annual Meeting in accordance with your instructions. For specific instructions on authorizing a proxy, please refer to your proxy card. Authorizing a proxy in any of these ways will not prevent you from voting at the 2022 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, 2022 in connection with the solicitation of proxies by the Board of Directors of Hudson Pacific Properties, Inc. for use at the 2022 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 2021 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 19, 2022: The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2021 Annual Report are available at www.edocumentview.com/HPP.

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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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1
5
6
14
15
16
Board Leadership and Structure 16
Role of the Board in Risk Oversight 17
Executive Sessions of Non-Management Directors 17
Board Meetings and Attendance 17
Board Committees 17
Amendments to our Charter 20
Stockholders’ Power to Amend Bylaws 20
Director Compensation 20
Nomination Process for Director Candidates 22
Communications with the Board 24
Code of Business Conduct and Ethics 24
Corporate Responsibility 25
29
Audit Committee Pre-Approval Policy 29
Principal Accountant Fees and Services 29
30
31
33
Executive Compensation 33
Summary Compensation Table 51
Grants of Plan-Based Awards in 2021 52
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2021 Table 53
Outstanding Equity Awards at 2021 Fiscal Year-End 54
2021 Option Exercises and Stock Vested 55
Potential Payments upon Termination or Change in Control 56
Summary of Potential Payments upon Termination or Change in Control 58
CEO Pay Ratio 60

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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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61
62
63
Compensation Committee Report 63
Compensation Committee Interlocks and Insider Participation 63
64
66
Review and Approval of Transactions with Related Parties 66
67
Householding of Proxy Materials 67
Stockholder Proposals 67
Incorporation by Reference 68
Other Matters 68
69
A-1
Funds from Operations A-1
Net Operating Income A-2
Adjusted EBITDAre and Consolidated Net Debt A-3
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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PROXY SUMMARY
2021 BUSINESS AND PERFORMANCE HIGHLIGHTS(1)
In 2021 we successfully reached the high end of our outlook in another pandemic-challenged year as we benefited from our diversified portfolio of studio and office properties. Leasing momentum remained strong, as did rent collections among office and studio tenants. We were able to achieve strong financial results and position the Company for long-term success while also making significant progress on our corporate responsibility and ESG initiatives. Our seasoned management team continues to execute on our strategic priorities, all aimed at creating long-term value.
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(1)
Please refer to Appendix A for additional information regarding our non-GAAP financial measures.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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2021 COMPENSATION HIGHLIGHTS
The Compensation Committee of the Board (or Compensation Committee) believes that an executive compensation program that strongly links the compensation of our executive officer and the short- and long-term performance of the Company is a key driver of our financial success. The Compensation Committee designed our 2021 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 total shareholder return, or TSR, performance.
PAY-PERFORMANCE ALIGNMENT
+
91% of our CEO’s 2021 total annual compensation was variable and performance-based (81% on average for our other named executive officers, or NEOs)
+
38% of our CEO’s 2021 total annual compensation will only be earned if significant TSR-based performance goals are achieved (27% on average for our other NEOs)
FORMULAIC INCENTIVE COMPENSATION
+
65% of our 2021 cash bonus program was based on the achievement of rigorous financial measures with the other 35% based on the successful achievement of other strategic initiatives that significantly contribute to our long-term success, including the results of our studio segment
+
The 2019 Outperformance Plan (OPP) did not achieve minimum performance goals and therefore concluded with zero dollars earned
+
2020 and 2021 Performance LTIP units of our operating partnership, or LTIP Units, are earned based on the achievement of operational performance metrics (including sustainability goals) and require superior TSR performance based on rigorous absolute and relative hurdles
STRONG COMPENSATION GOVERNANCE
+
Mandatory holding period of three years beyond the vesting date of time-based LTIP Units and two years beyond the vesting date of any LTIP units earned under the 2021 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  |  2022
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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
+
Stockholder power to amend Bylaws
INDEPENDENT OVERSIGHT
+
Majority (90%) of directors are independent
+
Lead Independent Director, responsible for leading regularly scheduled executive sessions of independent directors
+
All Audit, Compensation, Governance and Investment Committee members are independent
+
Commitment to Board refreshment, with four new independent directors appointed since 2017
+
Independent director tenure averages 7.0 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
+
Stock ownership requirements for executive officers and directors
+
Commitment to Board diversity, added a third female board member in 2021
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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CORPORATE RESPONSIBILITY HIGHLIGHTS
Our ESG platform, Better BlueprintTM, is informed by decades of experience and what we believe to be best practices across every aspect of real estate. 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. Significant milestones and accomplishments for the year include:
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For more information on Better BlueprintTM see page 25.
LINKING EXECUTIVE PAY TO ESG PERFORMANCE
We strive to build sustainable, equitable, healthy and diverse communities through a combination of innovative real estate solutions, meaningful cross-sector partnerships, and exemplary ESG performance. Our commitment to ESG performance is illustrated by the inclusion of ESG metrics into both our short-term and long-term incentive programs, including:

A review of our overall ESG accomplishments throughout the year in the assessment of other key corporate performance factors in our annual cash bonus program; and

Measurable sustainability goals in our Performance Unit program.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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VOTING INFORMATION
MATTERS TO BE VOTED ON AT OUR 2022 ANNUAL MEETING
PROPOSAL
BOARD RECOMMENDATION
PAGE
Proposal No. 1: Election of Directors
FOR each nominee
6
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
FOR
14
Proposal No. 3: Advisory Approval of Executive Compensation (“Say-On-Pay Vote”)
FOR
15
VOTE REQUIRED TO APPROVE AN ITEM OF BUSINESS
To be elected as a director (Proposal No. 1), a nominee must receive the affirmative vote of a majority of all the votes cast “for” and “against” the election of such nominee in the election of directors.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 2) and to adopt the resolution regarding the advisory approval of executive compensation (Proposal No. 3), the affirmative vote of a majority of the votes cast on the proposal is required.
HOW TO VOTE
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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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, Ebs Burnough, Richard B. Fried, Jonathan M. Glaser, Robert L. Harris II, Christy Haubegger, Mark D. Linehan and Andrea Wong for election as directors. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and ethnicity. The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee, or the Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, ability to make independent and analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Hudson Pacific Properties, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires and his or her successor is elected and qualifies.
Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable or declines to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.
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
INVESTMENT
COMMITTEE
SUSTAINABILITY
COMMITTEE
Victor J. Coleman*
60
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Theodore R. Antenucci
57
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Karen Brodkin
57
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Ebs Burnough
42
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Richard B. Fried
54
Chairperson
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Jonathan M. Glaser
59
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Robert L. Harris II
63
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Christy Haubegger
53
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Chairperson
Mark D. Linehan
59
Chairperson
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Andrea Wong
55
Chairperson
*
Chief Executive Officer and Chairman of our Board

Independent within the meaning of applicable NYSE listing standards and SEC rules
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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PROFILE OF NOMINEES
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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DIRECTOR NOMINEE SKILLS AND EXPERIENCE
EXECUTIVE
LEADERSHIP
EXPERIENCE
PUBLIC
BOARD
EXPERIENCE
KEY INDUSTRY
EXPERIENCE(1)
KEY
MARKETS
EXPERTISE(2)
FINANCIAL
EXPERTISE(3)
CAPITAL
MARKETS
EXPERTISE
ADVANCED
DEGREE
PROFESSIONAL
ACCREDITATION
Coleman
Antenucci
Brodkin
Burnough
Fried
Glaser
Harris
Haubegger
Linehan
Wong
(1)
Media, Tech or Real Estate Industry Experience
(2)
Los Angeles, Silicon Valley, San Francisco, Seattle, Vancouver or London/UK Market Experience
(3)
Finance or Accounting Expertise
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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DIRECTOR BIOGRAPHICAL INFORMATION
Victor J. Coleman
Age: 60
Director Since: IPO
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Mr. Coleman serves as Chief Executive Officer and Chairman of our Board, and has been a member of the Board since our IPO. Prior to the formation of our Company, Mr. Coleman founded and served as a managing partner of our predecessor, Hudson Capital, LLC, a private real estate investment company based in Los Angeles, California. Mr. Coleman is an active community leader, and is on the Founding Board of Directors for the Ziman Center for Real Estate (from 2004 to the present) at the UCLA Anderson School of Management, and also serves on the Boards of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission and the Los Angeles Chapter of the World Presidents’ Organization. In 2015, Mr. Coleman was awarded the City of Hope’s 2015 Spirit of Life Award presented by the Los Angeles Real Estate & Construction Industries Council, and the 2019 Real Star of Hollywood Award from the Friends of the Hollywood Central Park. Mr. Coleman’s experience as a director also includes service on the board of other publicly traded real estate investment trusts, or REITs, such as Douglas Emmett, Inc. (from 2006 to 2009) and Kite Realty (since 2012), where he currently serves as a member of its compensation committee. Mr. Coleman is also an investor in the Vegas Golden Knights, a National Hockey League team. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Arts in History from the University of California, Berkeley. Mr. Coleman was selected by our Board to serve as a director based on his deep knowledge of our Company and his experience in the real estate investment industry and pursuant to the terms of his employment agreement. He is a member of our Sustainability Committee.
Theodore R.
Antenucci
Age: 57
Director Since: IPO
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Mr. Antenucci has served as a member of our Board since our IPO. Since March 2011, Mr. Antenucci has served as President and Chief Executive Officer of Catellus Development Corporation, a leading national land developer. Until June 2011, Mr. Antenucci was also President and Chief Investment Officer of Prologis, as well as a member of its Executive Committee. Prologis is a global provider of distribution facilities with over $32 billion in real estate assets under management. He also served on the Board of Directors for Prologis European Properties, a public fund trading on the Euronext stock exchange in Amsterdam, from 2009 through June of 2011. Before joining Prologis in September 2005, Mr. Antenucci served as President of Catellus Commercial Development Corp., and was responsible for all development, construction and acquisition activities. Additionally, Mr. Antenucci has served on the board of trustees of the Children’s Hospital Colorado Foundation since December of 2010. Mr. Antenucci has also served on the board of directors of Iron Mountain, Inc., where he served on its audit committee. He earned a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara. Mr. Antenucci was 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 our Audit and Investment Committees.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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Karen Brodkin
Age: 57
Director Since:
January 2021
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Ms. Brodkin has served as a member of our Board since January 2021. She currently serves as Executive Vice President of Content Strategy & Development at Endeavor and Co-Head of WME SPORTS, where she has worked since 2014. Previously, Ms. Brodkin worked for Fox Networks Group starting in 1999 where she served as the Executive Vice President of Business and Legal Affairs from 2007 until 2014. In this role she oversaw the business and legal affairs team that negotiated professional and collegiate media rights acquisitions, talent and marketing agreements. Before that, Ms. Brodkin spent five years as an entertainment attorney at two Los Angeles-based entertainment firms, where she represented talent and studio clients. Ms. Brodkin currently serves on the Board of Directors of the U.S. Soccer Foundation. She is the former Chairperson of the Board of Directors of the Los Angeles Sports Council. In April 2015, Ms. Brodkin was honored by Los Angeles Family Housing for her work in helping families transition out of homelessness and poverty, and in June 2015 she joined their board of directors, where she continues to serve. Ms. Brodkin received her Juris Doctor from the University of California, Hastings College of the Law, where she graduated Order of the Coif, and graduated from the University of California, Berkeley, where she earned a Bachelor of Arts degree with dual majors in Political Science and Art History. She was selected by our Board to serve as a director based on her expertise in the entertainment industry and professional relationships. She is a member of our Governance and Sustainability Committees.
Ebs Burnough
Age: 42
Director Since: March 2022
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Mr. Burnough was appointed to serve as a member of our Board in March 2022. He is currently the Managing Director of Hatch House Productions, a production company focusing on film, television and theatre, which he joined in January 2017. Additionally, he serves as the President and founder of Ebs Burnough Solutions International (EBSI) a firm dedicated to providing clients with an interdisciplinary approach to marketing, communications and event production, founded in 2013. Prior to founding EBSI, Mr. Burnough served as Director of Communications for AERIN, a global lifestyle brand founded by cosmetics entrepreneur Aerin Lauder and also served as Deputy White House Social Secretary, where he developed and executed hundreds of events on behalf of President and Mrs. Obama, including the G-20 Global Summit, numerous White House State Dinners, as well as producing “Broadway at the White House,” televised on PBS. He currently serves on the boards of Sundance Institute Board of Trustees, as its Chair, Mrs. Wordsmith and Steppenwolf Theater and as an advisory board member of The Actors Fund. Mr. Burnough received a Bachelor of Science in Communications from Northwestern University. Mr. Burnough was selected by our Board to serve as a director based on his government experience as well as his career in the media and entertainment industry. He is a member of our Compensation Committee.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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Richard B. Fried
Age: 54
Director Since: IPO
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Mr. Fried has served as a member of our Board since our IPO. His selection as a member of our Board was made in connection with the negotiation of our formation transactions. Mr. Fried is currently a Managing Member and head of the real estate group at Farallon Capital Management, L.L.C., an investment management company that he has been with since 1995. Mr. Fried also currently serves as a board member of Playa Hotels & Resorts, N.V., a position he has held since 2018. Previously, Mr. Fried was a Vice President in acquisitions for Security Capital Industrial Trust (now called Prologis), a REIT specializing in industrial properties. He has also worked as an associate in capital markets at JMB Institutional Realty Corporation. Mr. Fried graduated from the University of Pennsylvania with a Bachelor of Science degree in Economics and a Bachelor of Arts degree in History. 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 our Compensation Committee and is a member of our Investment Committee.
Jonathan M. Glaser
Age: 59
Director Since: IPO
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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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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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Robert L. Harris II
Age: 63
Director Since: December 2014
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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. Prior to that, 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: 53
Director Since:
March 2019
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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 and is a member of our Governance Committee.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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Mark D. Linehan
Age: 59
Director Since: IPO
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Mr. Linehan has served as a member of our Board since our IPO. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993. Wynmark Company is a private real estate investment and development company with interests in properties in California, Nevada and Montana. Prior to founding Wynmark Company, Mr. Linehan was a Senior Vice President with the Trammell Crow Company in Los Angeles, California. Before that, Mr. Linehan was with Kenneth Leventhal & Co. (now Ernst & Young LLP), a Los Angeles-based public accounting firm. He currently serves on the board of Cannae Holdings, Inc. and Austerlitz Acquisition Corp I, and II. He previously served on the board of Condor Hospitality Trust, a publicly traded REIT. Mr. Linehan is actively involved with the community through his service as Chairman of Direct Relief and on the board of the National Cowboy and Western Heritage Museum, as well his previous board membership with the UC Santa Barbara Foundation and the Camino Real Park Foundation. Mr. Linehan received a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant. Mr. Linehan was 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.
Andrea Wong
Age: 55
Director Since:
August 2017
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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 Roblox Corporation. 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 the 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. 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 the Chairperson of our Governance Committee.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022. During 2021, 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, 2022.
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Proxy Statement  |  2022
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PROPOSAL NO. 3—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY VOTE”)
BACKGROUND
As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement. Our Board has decided that we will hold an annual advisory vote to approve the compensation of our NEOs, or Say-on-Pay Proposal, in light of the fact that a substantial majority of the votes cast at our annual stockholders’ meeting held in 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 LTIP Unit and multi-year performance awards motivate our executives to lead the Company to achieve long-term financial goals that are expected to result in increased stockholder value.
We believe that our executive compensation program is designed to enable us to attract, motivate and retain executive talent, who are critical to our success. In addition, our executive compensation program is intended to link significant components of our program to the achievement of corporate and individual performance objectives in order to focus our executives’ efforts on building stockholder value, thereby aligning their interests with those of our stockholders.
We encourage our stockholders to review the “Compensation Discussion & Analysis” section as well as tabular and other disclosures in this Proxy Statement for more information.
RECOMMENDATION
As an advisory approval, this proposal is not binding upon us or our Board. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs. Accordingly, the following resolution will be submitted for stockholder approval at the 2022 Annual Meeting of Stockholders:
“RESOLVED, that the stockholders of Hudson Pacific Properties, Inc. approve, on an advisory basis, the 2021 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 2022 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, 2021, as more fully disclosed
in this Proxy Statement.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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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 ten persons who currently serve on our Board, our Board has determined that 9, or 90%, of our directors satisfy the independence standards of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

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;

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

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 NEOs, who have 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.
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
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Proxy Statement  |  2022
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this relationship does not affect his ability to serve as an independent director or our Lead Independent Director. 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 and acted by unanimous consent on six occasions during 2021 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 2021.
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 2021 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. Each of the Audit, Compensation, Governance and Investment committees consists exclusively of independent directors. Our Board may from time to time establish other committees to facilitate the management of our Company.
The Audit Committee, Compensation Committee and Governance Committee charters are available on the Corporate Governance page of the Investors section on our Website at www.HudsonPacificProperties.com.
AUDIT COMMITTEE
Our Audit Committee consists of three of our independent directors. We have determined that the Chairperson of our Audit Committee qualifies as an “Audit Committee Financial Expert” as that term is defined by the applicable SEC
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Proxy Statement  |  2022
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rules and NYSE corporate governance listing standards. Our Board has determined that each of the Audit Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. 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 2021, 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 Mr. Harris and Mr. Burnough are members of the Compensation Committee. During 2021, the Compensation Committee met five times, and acted by unanimous consent on four occasions.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Our Governance Committee consists of three of our independent directors. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Governance Committee, including:

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

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

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

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

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

overseeing the Board’s evaluation of the performance of management.
Ms. Wong is Chairperson and Mses. Brodkin and Haubegger are members of the Governance Committee. During 2021, our Governance Committee held two meetings.
INVESTMENT COMMITTEE
Our Investment Committee consists of three of our independent directors. The Investment Committee is tasked with reviewing and recommending acquisition strategies to the full Board and approving the acquisition of certain assets with a purchase price above $150,000,000 and up to the dollar thresholds set by the Board. The Investment Committee may also review and make recommendations to the full Board on acquisition and investment transactions that exceed the Investment Committee’s approval authority. Messrs. Antenucci, Fried, and Linehan are members of the Investment Committee. During 2021, our Investment Committee held one meeting.
SUSTAINABILITY COMMITTEE
Our Sustainability Committee is responsible for providing oversight and strategic direction for our corporate responsibility program and advises our SVP, Innovation, Sustainability and Social Impact, on key initiatives and goals. Ms. Haubegger is Chairperson and Mr. Coleman and Ms. Brodkin are members of the Sustainability Committee.
During 2021, our Sustainability Committee held two meetings.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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AMENDMENTS TO OUR CHARTER
Amendments to our charter generally require the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. The affirmative vote of holders of shares entitled to cast at least two-thirds of votes entitled to be cast on a matter is required only to amend the provisions of our charter specifying the vote required to remove a director or to amend this voting requirement.
STOCKHOLDERS’ POWER TO AMEND BYLAWS
In overseeing our corporate governance structure, our Board continuously reviews our corporate governance and considers whether any changes are necessary or desirable. As part of this review our Board considered an amendment to our Bylaws to allow our stockholders (without the concurrence of our Board) to implement bylaw amendments. Following a thorough review, effective March 17, 2022, our Board adopted and approved an amendment to our Bylaws to permit our stockholders to amend the our Bylaws, without the concurrence of the Board, other than the provisions requiring indemnification of our directors and officers and the provisions governing amendments to the Bylaws, by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company, pursuant to a binding proposal submitted by a stockholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Exchange Act, for the periods and as of the dates specified therein, upon notice given in accordance with the Company’s Bylaws. Previously, our Bylaws provided that our Board had the exclusive power to adopt, alter or repeal any provision of our Bylaws and to make new Bylaws.
DIRECTOR COMPENSATION
Our Board has approved a compensation program for our non-employee directors, or Director Compensation Program, which governed our 2021 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.
2021 DIRECTOR COMPENSATION PROGRAM
The 2021 Director Compensation Program consists of the components listed below:
Annual Cash Retainer(1) $ 70,000(2)
Additional Cash Retainers(1):
Lead Independent Director $ 35,000(2)
Chair of the Audit Committee $ 25,000
Chair of the Compensation Committee $ 15,000
Chair of the Governance Committee $ 12,500
Chair of the Sustainability Committee $ 7,500
Member of the Audit Committee $ 12,500
Member of the Compensation Committee $ 7,500
Member of the Governance Committee $ 7,500
Member of the Sustainability Committee $ 5,000
Annual equity award value(3) $ 90,000
(1)
Paid in quarterly installments in arrears.
(2)
These amounts were effective as of October 2021 and prior to that date were $65,000 for the annual cash retainer and $25,000 for the Lead Independent Director retainer.
(3)
Valued on the date of grant and vests in three equal installments. In lieu of these restricted stock unit (“RSU”) awards, Mr. Fried, who is affiliated with Farallon Capital Management, L.L.C., received cash awards with an equivalent value. These cash awards vest pursuant to the same schedule as the RSU awards granted to the other non-employee directors.
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Proxy Statement  |  2022
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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 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. Additionally, in March 2021, in lieu of the annual RSU awards, our Board approved the grant of annual cash awards with an equivalent value to Mr. Fried commencing with the 2022 annual meeting.
In July 2021, our Board approved an increase to the annual cash retainer from $65,000 to $70,000, and an increase to the retainer for the Lead Independent Director from $25,000 to $35,000, in each case, effective as of October 1, 2021, and, commencing with the 2022 annual meeting, an increase in the annual equity award value from $90,000 to $120,000.
Ownership Guidelines
We have stock ownership guidelines for our non-employee directors, which require them to hold a number of shares of Company stock having a market value equal to or greater than four times their annual cash retainer. Non-employee directors who are newly subject to the guidelines have until four years from the commencement of his or her election to the Board or from the date on which such director is deemed independent to comply with the guidelines. All of our directors are in compliance with these guidelines.
2021 NON-EMPLOYEE DIRECTOR COMPENSATION
The following table provides additional detail regarding the 2021 compensation of our non-employee directors:
NAME(1)
FEE PAID IN CASH
($)(2)
STOCK
AWARDS
($)(3)
TOTAL
($)
Theodore R. Antenucci 77,500 90,000 167,500
Karen Brodkin 52,500 90,000 142,500
Richard B. Fried 80,000(4) 80,000
Jonathan M. Glaser 77,500(5) 90,000 167,500
Robert L. Harris II 93,220(4) 90,000 183,220
Mark D. Linehan 90,000(4) 90,000 180,000
Robert M. Moran, Jr.(6) 48,146(4) 90,000 138,146
Christy Haubegger 68,750 90,000 158,750
Barry A. Porter(7) 86,780(5) 90,000 176,780
Andrea Wong 74,327 90,000 164,327
(1)
Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2021 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 2021 is reflected in the Summary Compensation Table. Mr. Burnough is not included in this table as he was appointed to our Board in March 2022 and did not receive 2021 compensation.
(2)
Reflects cash retainer fees actually paid in 2021. In addition to the cash retainer fees, Mr. Fried was granted a cash award with a value of $90,000 (in lieu of his annual equity award), which will vest in three equal annual installments on each of the first three anniversaries of May 20, 2021, subject to continued service on our Board through the applicable vesting dates.
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(3)
With the exception of Mr. Fried, each non-employee director serving on our Board on May 20, 2021, the date of our 2021 Annual Meeting of Stockholders, received a grant of RSUs valued at $90,000 on the grant date, with the number of shares determined by dividing $90,000 by the closing price of our common stock on the grant date. Each RSU award will vest, and the restrictions thereon will lapse, in three equal annual installments on each of the first three anniversaries of May 20, 2021, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of RSU awards granted with respect to services performed in 2021 computed in accordance with ASC Topic 718, Compensation—Stock Compensation, or ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to directors in Notes 2 and 14 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 18, 2022. As of December 31, 2021, Messrs. Antenucci, Glaser, Harris, Linehan, and Porter and Ms. Wong each held 3,719 shares of our restricted common stock and 3,212 RSUs, Ms. Haubegger held 995 shares of our restricted common stock and 3,212 RSUs and Mr. Fried held 3,719 shares of our restricted common stock.
(4)
Messrs. Fried, Harris and Linehan each elected to receive 100%, 50% and 75%, 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 2021 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 expired on May 20, 2021. 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 May 20, 2021.
(7)
Mr. Porter resigned from the Board on March 17, 2022. In connection with the termination of his service as a director, the Board decided to accelerate the vesting of his unvested restricted stock and RSU awards, effective as of the date of his resignation.
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 2021 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
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work collegially. Other factors include having members with various and relevant career experience and technical skills, and having a Board that is, as a whole, diverse. Where appropriate, we will conduct a criminal and background check on the candidate. In addition, at least a majority of the Board must be independent as determined by the Board under the guidelines of the NYSE listing standards, and at least one member of the Board should have the qualifications and skills necessary to be considered an “Audit Committee Financial Expert” under Section 407 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, as defined by the rules of the SEC.
All potential candidates are interviewed by our Chief Executive Officer and Chairman of the Board and our Governance Committee Chairperson, and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, the General Counsel conducts a review of the director questionnaire submitted by the candidate and, as appropriate, a background and reference check is conducted. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, or add an additional member, or recommends a slate of candidates to the Board for nomination for election as directors. The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.
Stockholders may recommend candidates to our Board. Any recommendation should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. All recommendations for nomination received by the Corporate Secretary will be presented to the Governance Committee for its consideration. See “Communications with the Board” on page 24 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 ideas, and ensure that the Company has the opportunity to benefit from all available talent, but having a diverse Board also makes prudent business sense and makes for better corporate governance. We believe that a truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender, cultural and other distinctions between directors. These differences are considered in determining the optimum composition of our Board. All Board appointments are based on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. The Company’s Nominating and Corporate Governance Committee regularly reviews and assesses Board composition on behalf of the Board and recommends the appointment of new directors.
In early 2016, the Nominating and Corporate Governance Committee resolved to strengthen its commitment to diversity by seeking to identify qualified female candidates for appointment. Since then, three independent female directors were added to our Board, well in advance of state law requirements regarding female representation. In addition, the Company is striving to achieve other types of diversity, namely of underrepresented communities; we currently have three directors who fall into this category, positioning Hudson Pacific ahead of most of its peers in diversity on boards.
The Company will continue to ensure that its commitment to diversity is effectively implemented by annually reviewing and assessing the size, composition and operation of the Board, annually considering the recommendation of candidates for appointment or nomination to the Board based upon an assessment of the independence, skills, qualifications and experience of potential candidates and, when required, engaging qualified external advisors to assist the Board of Directors in conducting a search for candidates who meet the Board’s skills and diversity criteria. The Board will routinely assess whether the Board is composed of appropriately qualified members with a broad range of expertise relevant to the Company’s business.
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Proxy Statement  |  2022
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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.
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
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Proxy Statement  |  2022
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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.
SUSTAINABLE
We are committed to leadership in sustainability—whether designing a new property, reimagining a dated building, or managing our existing portfolio. Addressing climate change is the number one focus of our sustainability program, and in 2020, we were one of the first major North American landlords to achieve carbon neutrality across all real estate operations. Our Science-Based Target commits us to go further by reducing absolute Scope 1 and 2 greenhouse gas emissions by 50% by 2030, from a 2018 baseline, excluding financial instruments like unbundled renewable energy credits and carbon offsets. We will rely on our active sustainable technology innovation pipeline, long-term energy procurement strategy, and multiple embodied carbon reduction initiatives to continue our decarbonization journey. More about our bold Sustainability goals, including our goal to achieve net zero waste operations by 2025, can be found in Hudson Pacific’s Corporate Responsibility Report.
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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 health and safety program, always a top priority for the company, became paramount during the COVID-19 pandemic. Our Fitwel Viral Response certification was achieved as a result of hundreds of capital improvements, thousands of new MERV-13+ air filters, and implementation of a mobile tenant app at all multi-tenant office properties. We are also deeply committed to advancing wellness and well-being, as we know that the quality of our indoor environment can have a huge impact on both our physical and mental health.
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We consistently deliver state-of-the-art buildings with abundant natural light, convenient access to outdoor space, fitness amenities, healthy food and other wellness-oriented features. We offer in-person and virtual wellness programming at all multi-tenant office properties, and we have a goal to achieve Fitwel certification for at least 50% of our in-service office portfolio by 2025. More about our commitment to health and wellness can be found in Hudson Pacific’s Corporate Responsibility Report.
     2021 HEALTHY ACHIEVEMENTS
+
100% of operating office and studio properties use COVID-safe operational procedures certified
under Fitwel’s Viral Response, including but not limited to: use of hospital-grade disinfectants,
increased cleaning frequency, maximized outside air and optimized filtration with MERV-13+ filters
where possible
+
100% of multi-tenant office properties have a mobile app that regularly promotes health and
wellness through virtual fitness classes, mindfulness training, cooking sessions and more
+
Over 90% of our in-service office portfolio is served by bike storage, over 80% has showers and/or
lockers and over 50% has on-site fitness amenities
+
33% of our in-service office portfolio is Fitwel certified
EQUITABLE
We seek to create and cultivate communities that champion diversity, equity and inclusion (“DEI”) and afford opportunity for everyone to succeed. This commitment starts with our own employees—we value our diverse employee base, and we have multiple systems and policies in place to celebrate different perspectives, promote an inclusive corporate culture, and advance equity across recruiting, hiring and human capital development processes. We also aim to advance equity externally in our industry and in our local communities. We support key groups aiming to diversify the real estate talent pipeline and advocate for change at the highest levels. Our supplier diversity program includes a company-wide process to track the diversity status of new vendors and a commitment to increase the use of diverse and/or local contractors on-site at all (re)developments to 15% by 2025. We donate at least 1% of net earnings to charitable causes annually and have pledged to invest $20 million by 2025 into innovative homelessness and housing solutions for our core markets. More about the work we’re doing to advance equity internally and in our communities can be found in Hudson Pacific’s Corporate Responsibility Report.
     2021 EQUITABLE ACHIEVEMENTS
+
100% of employees at all of our operating office and studio properties have received training on
subjects such as health and safety, leadership development, corporate operations and/or new
employee onboarding
+
Robust internal DEI program that includes five Employee Resource Groups (“ERGs”), access to DEI education resources, and a total of 142 hours of intensive, cohort-based DEI training for employees
across the organization
+
$3 million investment in Strategic Development Solutions’ Supportive Housing Fund, as part of our
five-year commitment to invest $20 million in innovative homelessness and housing solutions in our
core markets
+
Over $1.1 million in charitable giving in 2021, with a focus on organizations addressing
homelessness, DEI and health and wellness in our core markets
+
Over $650,000 in grants made available to under-represented artists through the Vibrant Cities Arts
Grant, which is associated with our One Westside redevelopment project in partnership with Macerich
+
Long-standing policy of providing every employee with 32 hours of paid volunteer time-off annually,
access to a robust Matching Gift program and regular employee volunteering events facilitated by
our Hudson Helps Champions Network
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Proxy Statement  |  2022
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REPRESENTATION AT THE COMPANY
We embrace and value diversity in all its forms, whether gender, age, race, ethnicity, or cultural background, as we recognize that perspectives from a variety of backgrounds will strengthen performance and promote long-term shareholder value. We are proud that our employee base represents a relatively even gender split and a broad cross-section of racial and ethnic backgrounds that reflects the diverse talent available in our markets. Like many organizations, our management (Director and above) and senior management (SVP and above) teams have lower rates of traditionally under-represented groups, but one of the goals of our internal DEI program is to continue our investments in leadership development, succession planning and innovative recruitment initiatives aimed at ensuring our commitment to employee diversity and equitable representation extends to all levels of the organization.
All Employees*
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Management (Director & Above)*
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Senior Management (SVP & Above)*
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*
The employee population referenced does not include approximately 167 employees of Star Waggons and Zio Studio Services, which we acquired in Q3 2021.
For more information on our corporate responsibility initiatives, please see our Corporate Responsibility Report, accessible at www.HudsonPacificProperties.com/Responsibility.
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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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, 2021 and 2020 were as follows (in thousands):
FISCAL YEAR
ENDED
DECEMBER 31,
2021
($)
2020
($)
Audit Fees 1,827 1,384
Audit-related fees 654 50
Tax Fees 1,736 1,344
Total Fees
4,217 2,778
A description of the types of services provided in each category is as follows:
Audit Fees—Includes fees for professional services provided in connection with the audit of the Company’s annual financial statements, review of the quarterly financial statements included in the Company’s quarterly reports on Form 10-Q and other professional services in connection with the Company’s registration statements, securities offerings and audits of financial statements of subsidiaries.
Audit-Related Fees—Includes fees for professional services provided in connection with assurance services on sustainability disclosures and due diligence for acquisitions.
Tax Fees—Includes recurring tax compliance (returns, E&P, etc.) and consultation on various items including cost segregation and transfer pricing.
All of the services performed by Ernst & Young LLP for the Company during 2021 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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Proxy Statement  |  2022
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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, 2021 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, 2021 filed with the Securities and Exchange Commission.
AUDIT COMMITTEE
Mark D. Linehan
Theodore R. Antenucci
Jonathan M. Glaser
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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EXECUTIVE OFFICERS
Hudson Pacific Properties, Inc.’s executive officers are as follows:
NAME
AGE
POSITION
Victor J. Coleman
60
Chief Executive Officer and Chairman of the Board
Mark T. Lammas
55
President and Treasurer
Harout Diramerian
47
Chief Financial Officer
Arthur X. Suazo
57
Executive Vice President, Leasing
Steven Jaffe
60
Executive Vice President, Business Affairs
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 9 under “Proposal No. 1—Election of Directors”:
Mark T. Lammas serves as the Company’s President and Treasurer, and has previously served as our Chief Operating Officer and Chief Financial Officer. Prior to the formation of our Company, Mr. Lammas was a consultant to our predecessor, Hudson Capital, LLC, from September 2009. Before that time, Mr. Lammas was a Senior Vice President (from 1998 to 2005), then Executive Vice President (from 2006 to 2009) of Maguire Properties, Inc. where he principally oversaw finance and other transactional matters, since first joining that company as its General Counsel in 1998, then assuming other senior executive responsibilities after Maguire Properties went public on the NYSE in 2003. During his tenure, Mr. Lammas directed that company’s major capital market transactions, including corporate and asset financings and common and preferred equity offerings, acted as its principal liaison with institutional partners, and was responsible for compliance with corporate financial covenants and the accuracy of all financial reports and public disclosures. Prior to joining Maguire Properties in 1998, Mr. Lammas was an attorney with Cox, Castle & Nicholson LLP, where he specialized in representing developers, institutional investors and pension funds in their acquisition, development, financing, investing, and entity structuring and restructuring activities. Mr. Lammas is a graduate of the Boalt Hall School of Law (University of California, Berkeley). He obtained his Bachelor of Arts degree from the University of California, Berkeley in Political Economies of Industrial Societies, graduating magna cum laude and Phi Beta Kappa.
Harout Diramerian joined our Company in July of 2010 and serves as our Chief Financial Officer. He previously served as Chief Accounting Officer. Prior to joining us, Mr. Diramerian was Vice President of Finance and Analysis at Thomas Properties Group, Inc., or TPG, where he was responsible for corporate level earnings and cash flow projections, net asset valuations, and corporate finance forecasting and analysis. Mr. Diramerian was instrumentally involved in all equity offerings at TPG, including its initial public offering, secondary offering, private placements and an at-the-market equity offering. When he started at TPG in 2003, his primary focus was managing the joint venture relationships and leading the related financial reporting efforts. In addition, Mr. Diramerian was also involved with leading the budgeting and forecasting processes as well as tracking and analyzing property performance. Prior to joining TPG, Mr. Diramerian spent a total of eight years in real estate practice groups, first at Nanas, Stern, Biers, Neinstein and Co. LLP, then at Arthur Andersen LLP, and lastly at KPMG LLP, where he was a manager. Mr. Diramerian is a graduate of the University of California, Santa Barbara, and holds a Bachelor of Arts degree in business economics with an emphasis in accounting.
Arthur X. Suazo, joined our Company in July of 2010 and serves as our Executive Vice President, Leasing. Prior to his current role, Mr. Suazo served as Director of Brokerage Services for Cushman & Wakefield from 2008 and served as Senior Portfolio Leasing Manager for Arden Realty from 1997 to 2006. He formerly served on the board of directors for CareAmerica Federal Credit Union as well as the Collegiate Search Youth Foundation. Mr. Suazo earned his Bachelor of Arts in Business and Healthcare Management from California State University, Northridge.
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Steven Jaffe joined our Company in August of 2015 and serves as our Executive Vice President, Business Affairs. He previously served as our Chief Risk Officer. Prior to joining us, he served as Chief Investment Officer and Principal of BH Properties, a private real estate investment company, where he focused on acquisitions, dispositions and the marketing of the company. During his tenure at BH Properties, he also served as Executive Vice President and General Counsel. Prior to joining BH Properties, he served as General Counsel at the real estate investment trust Alexander Haagen Properties/Center Trust. Previously, he worked at the law firms of Russ August and Kabat and Pircher, Nichols and Meeks LLP. Mr. Jaffe earned his Bachelor of Arts in English from the University of California, Berkeley and his Juris Doctor from the University of California, Hastings College of the Law.
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HUDSON PACIFIC PROPERTIES INC.
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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 2021 were:

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

Mark T. Lammas, President and Treasurer;

Harout Diramerian, Chief Financial Officer;

Arthur X. Suazo, Executive Vice President, Leasing; and

Steven Jaffe, Executive Vice President, Business Affairs.
BUSINESS AND PERFORMANCE(1)
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. We delivered robust performance in 2021 as we continued to successfully navigate an unexpected and volatile operating environment given the ongoing impact of COVID-19 on the office real estate industry. Our 2021 financial and operational performance was highlighted by significant growth. Key performance highlights for the year ended December 31, 2021 include:
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(1) Please refer to Appendix A for additional information regarding our non-GAAP financial measures.
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In addition to the above key performance highlights, other key performance indicators of our 2021 success include:
Financial

Net income increased 77% to $29.0 million

Achieved high end of full-year FFO guidance range of $1.99 per diluted share (excluding specified items)

Met or exceeded consensus FFO estimates for all reported quarters in 2021

Total revenue year over year increased 18.0% to $240.5 million

Achieved GAAP and cash office rent growth of 16.2% and 11.2%, respectively
Balance Sheet

Maintained a leverage ratio of 43.2% resulting from $3.2 billion of the Company’s share of unsecured and secured debt and preferred units (net of cash and cash equivalents)

Ended the year with $1.0 billion of total liquidity following the preferred stock offering completed in November 2021 and repaid indebtedness to eliminate material maturities until 2026, accounting for extension options

Investment grade credit rated with 68.1% unsecured and 77.3% fixed-rate debt and a weighted average maturity of 4.8 years

Maintained dividend at $0.25 per quarter

Recast unsecured revolving credit facility, increasing availability to $1 billion and extending maturity date to December 2025

Completed $1.1 billion refinancing of the Hollywood Media Portfolio and purchased $209.8 million of the new loan

Secured a $94 million construction loan for Sunset Glenoaks
Investment & Development

Purchased through a joint venture with Blackstone a 91-acre studio development site north of London

Acquired studio transportation and logistics businesses Star Waggons and Zio Studio Services, two industry-leading companies that provide transportation and logistics services to studio productions

Purchased 5th & Bell, an Amazon-anchored 197,000-square-foot Class A office building in Seattle’s Denny Triangle

Commenced construction on the 241,000-square-foot, seven-stage Sunset Glenoaks studio development in Los Angeles

Submitted plans for approval to build a 450,000-square-foot hybrid mass timber office tower called Burrard Exchange at Bentall Centre in Vancouver
Capital Markets

Repurchased 1.9 million shares of common stock at an average price of $23.82 per share

Completed preferred stock offering raising approximately $413 million of net proceeds

Sold 1.5 million shares under the Company’s at-the-market (“ATM”) program, generating $45.7 million of proceeds for an average sales price of $29.92 per share
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Corporate Responsibility

Issued 2020 Corporate Responsibility Report in April 2021, which details the Company’s accomplishments across its Better BlueprintTM focus areas of Sustainability, Health and Equity

Pledged $20 million through impact investments and donations over the next five years to increase affordable housing and support individuals and families experiencing homelessness across the Company’s core markets

Pledged $1 million (50% monetary donation, 50% pro bono work) to support The Veterans Fund, a $10 million launch fund to build the nation’s largest veteran housing community at the West Los Angeles VA Campus across from the Company’s headquarters
Stockholder Engagement

Upheld commitment to understanding the interests of our stockholders, meeting (mostly virtually) with over 290 distinct investors, representing more than 200 unique firms, throughout the year
KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM
Our executive compensation program utilizes a competitive pay-for-performance structure that is designed to:

attract and retain high-caliber executive officers;

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

motivate strong performance results on both an absolute and relative basis
Our Compensation Committee continues to proactively monitor and review our compensation program in an effort to ensure that it reflects best practices and ties significant components of pay to performance. Over the years, the Compensation Committee has considered (i) relevant market pay practice at other office REITs, (ii) current best practice in plan design and (iii) retention and succession planning.
Accordingly, we have implemented a pay-for-performance compensation structure that includes the following key elements:
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Executive Pay and TSR Alignment
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 our 2019 OPP are funded in part by TSR performance and require significant and meaningful performance in excess of average returns.
Our 2021 operations improved significantly from our 2020 operations, which were directly and significantly affected by the pandemic. Nonetheless, the office sector continues to face headwinds as return to office for many U.S. companies continues to be uncertain. While in 2021 we generated a positive return of +6.8% for our stockholders, our stock price has not yet fully recovered from the impact of the pandemic. Accordingly, the 2019 OPP did not achieve minimum performance goals and concluded with $0 earned of the potential $28,000,000 pool. As a result, our NEOs did not realize any value with respect to these awards (despite the grant-date fair values associated with the grants in 2019). Our Compensation Committee considered granting replacement awards to address retention concerns with our NEOs losing value with respect to the 2019 OPP, but ultimately decided against granting additional awards. Additionally, the in-progress Performance Unit programs will also be materially impacted unless TSR performance recovers on both an absolute and relative basis.
Linking Executive Pay to ESG Performance
We strive to build sustainable, equitable, healthy, and diverse communities through a combination of innovative real estate solutions, meaningful cross-sector partnerships, and exemplary ESG performance. Our commitment to ESG performance is illustrated by the inclusion of ESG metrics in both our short-term and long-term incentive programs, including:

A review of our overall ESG accomplishments throughout the year in the assessment of other key corporate performance factors in our annual cash bonus program; and

Measurable sustainability goals in our Performance Unit program.
CEO Realized Compensation vs. Summary Compensation Table
The following illustrates the actual delivered or realized value of our CEO’s compensation as compared to the amounts reported in the Summary Compensation Table of our proxy statement, which includes the grant date fair value of equity awards granted in the applicable year. The 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 2021 is $6,548,823 versus $10,548,816 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.
[MISSING IMAGE: tm223604d1-bc_realize4clr.jpg]
For purposes of this graph, realized value includes our CEO’s salary and actual bonus paid for 2021, as well as benefits and other perquisites, and the value of any LTIP Units that vested in 2021.
Key Compensation Practices
The following highlights several key principles of our executive compensation program. We believe these practices reflect strong governance and serve the interests of our stockholders.

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

No replacement awards for lost value in outstanding equity awards as a result of the pandemic
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Proxy Statement  |  2022
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Appropriate balance between short-term and long-term incentive measures

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

Performance awards include measurable and meaningful ESG goals

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

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

Anti-hedging and anti-pledging policies

Robust clawback policy that applies to our executive officers and allows our Board to recover cash and equity incentive compensation in the event of a financial restatement

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

Engagement of an independent compensation consultant to advise the Compensation Committee of the Board on executive compensation matters
PAY MIX
The Compensation Committee is guided by the following principles in determining an appropriate compensation mix:

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

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 when determining an appropriate compensation mix, the overall compensation structure should provide competitive compensation opportunities that will result in overall compensation at the higher-end of the peer range and that is attractive relative to compensation available at successful competitors if our performance exceeds expectations. Conversely, if the Company’s performance is below expectations and peer levels, it will result in overall compensation that is at the low end of the peer range and is less than those amounts paid at more successful competitors.
For 2021 performance, total direct compensation opportunity was allocated as follows:
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Proxy Statement  |  2022
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2021 SAY-ON-PAY VOTE
We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our NEOs (a “say-on-pay proposal”). At our 2021 annual meeting, approximately 75% of votes cast were voted in favor of our say-on-pay proposal, which we believe affirms our stockholders’ support of our approach to our executive compensation program. Our say-on-pay vote is currently held on an annual basis, consistent with the preference expressed by a majority of our stockholders.
The Compensation Committee will continue to consider the outcome of our say-on-pay proposals when making future compensation decisions for our NEOs.
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
Objectives of Our Compensation Program
Our executive compensation philosophy is designed to accomplish the following objectives:

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 under “Elements of Executive Officer Compensation” on page 40.
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;

make recommendations to the Board with respect to the compensation of non-employee directors;
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Proxy Statement  |  2022
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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.
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 2021, the Compensation Committee engaged Ferguson Partners Consulting L.P., or FPC, 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, FPC did not provide any services to the Company in 2021. Furthermore, our management team neither made the decision, nor recommended that the Compensation Committee decide, to engage FPC. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with FPC. The Compensation Committee has considered the independence of FPC, and each other adviser and outside legal counsel that provide advice to the Compensation Committee, consistent with the requirements of NYSE, and has determined that FPC and such other advisers are independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining FPC. The Compensation Committee intends to reassess the independence of its advisers at least annually.
ROLE OF MANAGEMENT AND THE CHIEF EXECUTIVE OFFICER
The CEO provides the Compensation Committee with input on individual performance of all of his direct reports. The other NEOs do not play a role in determining their own compensation, other than discussing their performance with our CEO and assisting in the identification of appropriate cash bonus goals. During 2021, the Compensation Committee held meetings both independently and with the participation of our CEO. The Compensation Committee’s compensation consultant also participated in select meetings, at the committee’s request.
How We Use Peer Group Data
Each year, the Company reviews the peer group to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPC prepared for the Compensation Committee a peer group using the following selection criteria:

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  |  2022
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In 2021, our peer group (the “Executive Compensation Peer Group”) included the following companies:
[MISSING IMAGE: tm223604d1-bc_peer4clr.jpg]
(1)
Based on the selection criteria above, Equity Commonwealth was removed from the peer group due to the fact that their business model is no longer comparable. Brandywine Realty Trust and Vornado Realty Trust were added to the peer group as they are both office REITs within the stated size parameters.
(2)
All financial data in $ millions per S&P Global Market Intelligence as of December 31, 2021
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 FPC was used by the Compensation Committee for informational purposes only and to assess the competitiveness of each NEO’s overall compensation.
ELEMENTS OF EXECUTIVE OFFICER COMPENSATION
We design the principal components of our executive compensation program to achieve one or more of the principles and objectives described above. We view each component of our executive compensation program as related but distinct, and we regularly reassess the total compensation of our executive officers to ensure that our overall compensation objectives are met. Compensation of our NEOs consists of the following elements:

base salary;

annual performance-based cash bonuses;

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

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 2021 compensation for each of our NEOs.
Base Salaries
Base salaries are approved and periodically reviewed by the Compensation Committee. We believe that these salary levels provide appropriate levels of fixed income based on the background, qualifications and skill set of each executive.
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Proxy Statement  |  2022
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No formulaic base salary increases are provided to our NEOs; however, the Compensation Committee may adjust base salaries in connection with its periodic review.

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.

For Messrs. Coleman, Lammas and Jaffe, the Compensation Committee determined it was appropriate to maintain base salaries at 2020 levels. For Messrs. Diramerian and Suazo, base salaries were increased based on a review of competitive market data, internal equity factors and to reflect updated individual roles and increased responsibilities.
The following table sets forth the 2021 base salaries for each of our NEOs:
EXECUTIVE
2021 BASE SALARY
($)
Victor J. Coleman 950,000
Mark T. Lammas 725,000
Harout Diramerian 450,000
Arthur X. Suazo 550,000
Steven Jaffe 500,000
Cash Bonuses
During 2021, our NEOs were eligible for annual cash bonus payments based in part upon:

achieving objective financial performance goals during the year, and

the Compensation Committee’s review of other key corporate performance factors (including ESG accomplishments) and each NEO’s individual performance.
Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation dependent on Company and individual performance. For Messrs. Coleman, Lammas, Suazo and Jaffe, the Compensation Committee determined it was appropriate to maintain bonus opportunities at 2020 levels. For 2021, Mr. Diramerian’s bonus opportunity was increased based on a review of competitive market data, internal equity factors and to reflect his updated individual role and increased responsibilities.
The threshold, target and maximum percentages of base salary for 2021 were as follows:
EXECUTIVE
THRESHOLD
TARGET
MAXIMUM
Victor J. Coleman 125% 175% 225%
Mark T. Lammas 90% 130% 170%
Harout Diramerian 80% 115% 150%
Arthur X. Suazo 85% 110% 135%
Steven Jaffe 85% 110% 135%
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HUDSON PACIFIC PROPERTIES INC.
Proxy Statement  |  2022
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For 2021, we used a formulaic cash bonus program that is based primarily on the achievement of several objective Company performance criteria that incentivize management to focus on financial goals that are aligned with our annual operating budget and strategic goals for the year. The 2021 cash bonus program included the following measures:
METRIC AND RATIONALE FOR
INCLUSION
WEIGHTING
THRESHOLD
TARGET
MAXIMUM
ACTUAL
FFO(1) per Share (as adjusted)
Encourages focus on profitability as
measured by the most frequently
assessed REIT earnings measure.
Target goal is based on the midpoint
of our forecasted range
30%
$1.84
$1.88
$1.92
$1.99
Same-Store Office NOI(2) Growth
Encourages focus on internal
growth. Goals are based on overall
industry expectations using
independent 3rd party estimates
from Green Street
20%
0.0%
1.0%
2.0%
4.9%
Relative Office Portfolio Leased Percentage
Encourages focus on internal and relative growth as compared to the Executive Compensation Peer Group average. No payouts would be earned for performance below the peer group average
15%
Peer Group
Average
Peer Group
Average +150 bps
Peer Group
Average +300 bps
+401 bps
Other Key Corporate Performance
Factors and Individual
Performance
Rewards management for the
achievement of additional strategic
initiatives, including our studio
segment results, development/​
redevelopment activities, balance
sheet management, COVID-19
response, individual performance
and other relevant factors
35%
Compensation Committee’s Assessment
See Below
(1)
Refer to Appendix A for our definition of FFO and a reconciliation of net income to FFO, excluding specified items.
(2)
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.
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Proxy Statement  |  2022
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The 2021 cash bonus program also contained an element based on the Compensation Committee’s assessment of other key corporate performance factors and the executive’s individual performance. In determining whether each executive should receive a payout under this component, the Compensation Committee reviewed the following key performance factors:
PERFORMANCE FACTOR
REVIEW OF 2021 PERFORMANCE
Pre-Development and Development Activities

NAIOP selected HPP as the 2021 Developer of the Year

Unveiled plans for 241,000-square-foot Los Angeles-area studio development with Blackstone

Unveiled plans for hybrid mass timber office and retail development at Bentall Centre (Burrard Exchange). Substantial completion of One Westside on budget and schedule
Studio Segment Results

Same-store studio NOI increased 11.3% on a cash-basis and 12.1% on a GAAP basis

Maintained strong same-store studios portfolio trailing 12-month occupancy percentage at 85.7%.

Purchased 91-acre London-area studio development site with Blackstone for £120 million

Acquired studio transportation and logistics businesses Star Waggons and Zio Studio Services
Balance Sheet
Management

Approximately $1 billion of total liquidity following the preferred stock offering of 16 million shares of 4.750% Series C Cumulative Redeemable Preferred Stock at a price of $25.00 (resulting in net proceeds of $389.5 million)

Investment grade credit rated with 68.1% unsecured and 77.3% fixed-rate debt and a weighted average maturity of 4.6 years

3.2 billion of the Company’s share of unsecured and secured debt and preferred units (net of cash and cash equivalents) resulting in a leverage ratio of 43.2%
ESG Performance Factors

Received top honors in the 2021 Global Real Estate Sustainability Benchmark (“GRESB”) Real Estate Assessment for its ESG accomplishments

Issued 2020 Corporate Responsibility Report in April, which details the Company’s accomplishments across its Better BlueprintTM focus areas of Sustainability, Health and Equity
Based on achievements described above and in consideration of each NEO’s considerable efforts and individual achievements in 2021, the Compensation Committee awarded Mr. Coleman a payout of 90% of the maximum payout under the discretionary component of the cash bonus program. Based on feedback from the CEO, each of the other NEOs received a payout of 90% of the maximum payout under the discretionary component given the contributions each person made in 2021.
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Proxy Statement  |  2022
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The 2021 annual cash bonuses paid to our NEOs are as follows:
EXECUTIVE
2021 BONUS
($)
Victor J. Coleman 2,062,688
Mark T. Lammas 1,189,363
Harout Diramerian 651,375
Arthur X. Suazo 716,513
Steven Jaffe 651,375
Pursuant to our executive deferral election program, Messrs. Coleman, Lammas, Diramerian, Suazo and Jaffe elected to receive 50%, 50%, 25%, 40% and 30%, of their 2021 annual cash bonus, respectively, in a number of fully vested LTIP Units determined based on the closing price of the Company’s common stock on the payment date.
Long-Term Equity Incentives
The goals of our long-term, equity-based awards are to incentivize and reward increases in long-term stockholder value and to align the interests of our NEOs with the interests of our stockholders.
Our long-term equity incentive program is bifurcated into two components as follows:
Annual LTIP Unit Awards
In December 2021, 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 enhance 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 the office REIT industry.
In determining the dollar-denominated value of the 2021 Annual LTIP Unit awards for our NEOs, the Compensation Committee analyzed:

the Company’s financial and operational performance, including the Company-performance factors set forth above in “Proxy Summary—2021 Business Highlights”;

the role and responsibilities of the individual;

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

prevailing market practices based on market data provided by FPC with respect to our Executive Compensation 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 in determining the appropriate values.
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Proxy Statement  |  2022
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Based on this assessment, for Messrs. Coleman, Suazo and Jaffe, the Compensation Committee determined it was appropriate to maintain each executive’s market value of the Annual LTIP Unit awards at 2020 levels. For Messrs. Lammas and Diramerian, each executive’s market value of the Annual LTIP Unit awards were increased based on a review of competitive market data and to reflect updated individual roles and increased responsibilities. The 2021 Annual LTIP Unit awards were as follows:
EXECUTIVE
2021 LTIP
UNIT AWARD
(#)(1)
2021 LTIP
UNIT AWARD
($)(2)
Victor J. Coleman 162,075 4,000,000
Mark T. Lammas 70,908 1,750,000
Harout Diramerian 25,324 625,000
Arthur X. Suazo 25,324 625,000
Steven Jaffe 20,259 500,000
(1)
Number of LTIP Units determined based on the closing price of the Company’s common stock as of December 29, 2021 ($24.68).
(2)
Amounts reflect dollar-denominated values of LTIP unit awards. The grant date fair values, computed in accordance with ASC 718, are $3,400,009, $1,487,508, $531,247, $531,247 and $424,993 for Messrs. Coleman, Lammas, Diramerian, Suazo and Jaffe, 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 the applicable vesting date. The LTIP Unit awards are subject to accelerated vesting upon certain terminations (as described below in the section entitled “Potential Payments Upon Termination or Change in Control”).
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Proxy Statement  |  2022
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Performance Unit Awards
Performance Unit awards are granted as performance units in our operating partnership. Under the Performance Unit program, a fixed number of Performance Units will be issued at the onset of the performance period and may be earned under a range of payouts based on stated goals. Below is a summary of the key terms of the 2021 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, 2023

Relative TSR Units may be earned between 37.5% and 250% of target based on relative TSR performance equal to -1,000 bps to +1,500 bps as compared to the FTSE NAREIT Equity Office Index

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

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

Promotes value creation over a long-term period

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

Initial measurement period ending on December 31, 2021 for operational performance with the final measurement period ending on December 31, 2023 for absolute TSR performance

Operational Units may be earned between 50% and 250% of target based on Net Debt to Gross Asset Value (30%), Leasing Volume (30%), LEED Certification (10%), Fitwel Certification (10%) and G&A to Gross Asset Value (20%) based on performance as of December 31, 2021, and achievement of absolute TSR goals as of December 31, 2023

Operational Units are subject to a reduced payout of up to 40% fewer units if absolute TSR is less than 30% over the three years

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

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

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

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

Ensures the continued alignment with stockholders following the conclusion of the measurement period
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Proxy Statement  |  2022
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The Compensation Committee approved awards of Performance Units for 2021, that were issued based on the grant date accounting value, as follows:
2021 PERFORMANCE UNIT AWARD VALUES
EXECUTIVE
TOTAL TARGET
AWARD
($)
OPERATIONAL
PERFORMANCE UNIT
VALUE AT TARGET
($)
RELATIVE TSR
PERFORMANCE UNIT
VALUE AT TARGET
($)
Victor J. Coleman
$
4,000,000
$ 2,000,000 $ 2,000,000
Mark T. Lammas
1,750,000
875,000 875,000
Harout Diramerian
625,000
312,500 312,500
Arthur X. Suazo
500,000
250,000 250,000
Steven Jaffe
500,000
250,000 250,000
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, the Units were issued at maximum. 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 2021 Performance Unit Awards
The following table summarizes the status of the outstanding 2021 Performance Unit awards as of December 31, 2021 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 OPERATIONAL UNITS
PLAN YEAR
OPERATIONAL UNITS
WITH ABSOLUTE TSR
MODIFIER
RELATIVE
TSR UNITS
TOTAL UNITS
STATUS
2021 Performance Units
57.2%
(including 14% reduction based on absolute TSR performance)(1)
33.3%
47.9%
2 Years of performance remaining
(1)
Percent shown is based on having earned an aggregate of 66.7% of Operational Unit measures as of December 31, 2021, less the negative impact of the absolute TSR modifier.
The one-year performance period for the 2021 Operational Units concluded on December 31, 2021. In February 2022, 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%
31%
30%
29%
31.9%
0%
Leasing Volume
30%
1,137,000 sf
1,208,000 sf
1,279,000 sf
1,718,274 sf
30%
LEED Certification
10%
81.8%
83.5%
85.2%
86.8%
10%
Fitwel Certification
10%
28.5%
30.0%
31.5%
30.5%
6.7%
G&A to Consolidated Gross Assets
20%
0.79%
0.74%
0.69%
0.64%
20%
TOTAL
100%
66.7%
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Proxy Statement  |  2022
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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, 2023, 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 were 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 would have been paid in fully vested Performance Units and would have continued 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, 2021 based on actual performance through that date:
PLAN YEAR
ABSOLUTE
POOL
POOL
TOTAL POOL
TOTAL POOL
AS A
PERCENT OF
POTENTIAL
VALUE
STATUS
2019 OPP
($28,000,000 Plan Maximum)
$0
$0
$0
0%
Concluded
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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Proxy Statement  |  2022
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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. A new NEO has from the later of (i) four years from the date of 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
NEOs 3x
All other executives 1x
As of December 31, 2021, each of our NEOs met the stock ownership requirements.
Clawback Policy
The Compensation Committee has 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 Compensation 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.
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 and post-tax amounts to the plan, up to a statutorily prescribed limit. In 2021, we matched a portion of the contributions to the 401(k) plan on behalf of eligible employees. The discretionary employer match for 2021 was 40% of the participant’s contribution to the plan up to a max of 6% of their eligible compensation. 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
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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 2021 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.
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 2021 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 and 2021 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 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 2021 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
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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.
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2019, December 31, 2020 and December 31, 2021, as well as their positions for 2021:
NAME AND PRINCIPAL
POSITION
YEAR
SALARY
($)
BONUS
($)(1)
STOCK
AWARDS
($)(2)
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)(3)
ALL OTHER
COMPENSATION
($)(4)
TOTAL
($)
Victor J. Coleman
Chief Executive Officer,
President and Chairman of the Board
2021 $ 950,001 $ 336,657 $ 8,431,334 $ 694,688 $ 136,136 $ 10,548,816
2020 950,000 831,250 7,598,582 107,418 9,487,250
2019 850,000 382,500 6,497,825 1,530,000 67,417 9,327,742
Mark T. Lammas
President and Treasurer
2021 $ 725,000 $ 194,119 $ 3,682,186 $ 400,563 $ 5,734 5,007,602
2020 725,000 471,250 3,328,165 5,712 4,530,037
2019 650,000 221,000 2,610,640 884,000 5,622 4,371,262
Harout Diramerian
Chief Financial Officer
2021 $ 450,000 $ 159,469 $ 1,194,094 $ 329,063 $ 5,734 $ 2,138,360
2020 415,000 311,250 912,190 5,712 1,644,152
Arthur X. Suazo
Executive Vice President, Leasing
2021 $ 550,000 $ 140,333 $ 1,171,266 $ 289,575 $ 5,734 $ 2,156,908
Steven Jaffe
Executive Vice President, Business Affairs
2021 $ 500,000 $ 148,838 $ 1,120,402 $ 307,125 $ 5,734 $ 2,082,099
(1)
Amounts represent bonuses paid to our NEOs under our 2021 cash bonus program in respect of services provided during the applicable fiscal year.
(2)
Amounts for 2021 reflect the full grant-date fair value of LTIP Unit awards and Performance Unit awards granted in 2021, each computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The grant-date fair values relating to 2021 LTIP Unit awards are $3,400,009, $1,487,508, $531,247, $531,247 and $424,993 for Messrs. Coleman, Lammas, Diramerian, Suazo and Jaffe, respectively. The 2021 Performance Unit awards are subject to both performance and market conditions. The amounts in the table represent the probable outcome of results, which is the maximum value, in the following amounts: $3,999,992, $1,599,998, $500,002, $500,007 and $500,007 for Messrs. Coleman, Lammas, Diramerian, Suazo and Jaffe, respectively. Additionally, the 2021 amounts for Messrs. Coleman, Lammas, Diramerian, Suazo and Jaffe include the grant date fair value of fully vested LTIP Units that each executive elected to receive in lieu of 50%, 50%, 25%, 40% and 30% of each executive’s 2020 annual bonus, respectively, having an equal value (as of the grant date) to the amount otherwise payable in cash in the following amounts, $1,031,332 for Mr. Coleman, $594,680 for Mr. Lammas, $162,845 for Mr. Diramerian, $140,013 for Mr. Suazo and $195,402 for Mr. Jaffe.
The fair value of the Performance Unit awards is estimated using a Monte Carlo simulation model. We provide information regarding the assumptions used to calculate the value of all LTIP Unit awards and Performance Unit awards made to executive officers in Notes 2 and 11 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 18, 2022. There can be no assurance that awards will vest (if an award does not vest, no value will be realized by
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the individual). The measures that determine the number of Performance Units issued to an NEO are TSR compared with an applicable REIT Index and absolute operational performance goals subject to additional modification based on absolute TSR performance, computed over the applicable performance period as described in more detail in “Elements of Executive Officer Compensation—Long-Term Equity Incentives” above. The 2021 Performance Unit awards are treated as market condition awards as defined under ASC Topic 718, and as a result, the grant date values will not differ from the fair values presented in the table above.
(3)
The amounts shown represent the non-discretionary bonuses earned in the applicable year under our cash bonus program.
(4)
Amounts represent $5,130 for the Company’s 401(k) match, $39 for life insurance premiums, $145 in short-term disability premiums and $420 for long-term disability premiums; for Mr. Coleman, includes $130,402 in incremental costs to the Company for the personal use of aircraft.
GRANTS OF PLAN-BASED AWARDS IN 2021
The following table sets forth information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2021:
ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS(1)
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN
AWARDS
ALL
OTHER
STOCK
AWARDS:
NUMBER
OF
SHARES
OF STOCK
GRANT
DATE FAIR
VALUE OF
STOCK
AWARDS
($)
NAME
GRANT
DATE
THRESHOLD
($)
TARGET
($)
MAXIMUM
($)
THRESHOLD
(#)
TARGET
(#)
MAXIMUM
(#)
Victor J. Coleman
$ 1,187,500 $ 1,662,500 $ 2,137,500
01/01/2021(2) 55,083 146,889 367,223 $ 3,999,992(3)
12/29/2021(4) 162,075 3,400,009(5)
12/29/2021(6) 40,345 995,715(7)