tm242693-1_nonfiling - none - 18.4321195s
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
HOWARD HUGHES HOLDINGS 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 14a6(i)(1) and 0-11.

Annual Meeting of Stockholders
Proxy  Statement
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2024
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9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
Letter from Our Chairman
Dear Fellow Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Howard Hughes Holdings Inc. We will hold the meeting at 9:00 a.m., Eastern Time, on Thursday, May 23, 2024, at Pier 17 Green Room, located at Pier 17, 89 South Street, 3rd Floor, New York, New York 10038. Enclosed you will find a notice setting forth the items that we expect to address during the meeting and our Proxy Statement.
I would like to personally thank you for your investment in Howard Hughes Holdings Inc. We look forward to welcoming many of you to our annual meeting. It is important that your shares be voted at the meeting in accordance with your preference. Your vote is important to us. Even if you do not plan to attend the meeting in person, we hope that your votes will be represented at the meeting by filling out, signing, dating and returning your proxy card or voting by using the available Internet or telephone voting procedures.
Sincerely,
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William A. Ackman
Chairman of the Board of Directors
April 4, 2024
 

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9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
Notice of 2024 Annual Meeting of Stockholders
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Thursday,
May 23, 2024
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9:00 a.m., Eastern Time
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Pier 17 Green Room
89 South Street,
3rd Floor
New York, NY 10038
ITEMS OF BUSINESS
1
Election to our Board of Directors of the ten director nominees named in the attached Proxy Statement for a one-year term
2
An advisory (non-binding) vote to approve executive compensation (Say-on-Pay)
3
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024
4
Transaction of such other business as may properly come before our 2024 Annual Meeting of Stockholders
RECORD DATE
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The record date for the determination of the stockholders entitled to vote at our 2024 Annual Meeting of Stockholders, or any adjournments or postponements thereof, was the close of business on March 27, 2024.
Your vote is important to us. Please exercise your stockholder right to vote.
By Order of the Board of Directors,
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David O’Reilly
Chief Executive Officer
April 4, 2024

Important Notice Regarding the Availability of
Proxy Materials for our Annual Meeting to Be Held on May 23, 2024
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Our Proxy Statement, 2024 Annual Report to Stockholders and other
materials are available on our website at
www.proxyvote.com

Table of Contents
1
1
1
2
3
4
5
6
8
8
12
12
13
14
14
14
15
15
16
16
17
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35
36
36
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38
40
46
46
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50
53
63
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64
66
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69
71
73
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82
87
87

Proxy Summary
This summary highlights certain information from our Proxy Statement for the 2024 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting.
2024 ANNUAL MEETING INFORMATION
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Thursday,
May 23, 2024
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9:00 a.m. Eastern Time
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Record Date
March 27, 2024
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Pier 17 Green Room
89 South Street,
3rd Floor
New York, NY 10038
Admission:
Photo identification and proof of ownership as of the record date are required to attend the Annual Meeting.
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For additional information about our Annual Meeting, see “Questions and Answers Regarding This Proxy Statement and The Annual Meeting.”
MATTERS TO BE VOTED ON AT OUR 2024 ANNUAL MEETING
Proposal
Board Recommendation
Page
1
Election of directors
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each director nominee
30
2
Advisory (non-binding) vote to approve executive compensation
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35
3
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2024
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36
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 1

Proxy Summary
EXPLANATORY NOTE
On August 11, 2023, Howard Hughes Holdings Inc. became the successor to The Howard Hughes Corporation pursuant to a reorganization (the “Reorganization”) in which all of The Howard Hughes Corporation’s outstanding shares were automatically converted into equivalent corresponding shares of Howard Hughes Holdings Inc. The Reorganization resulted in Howard Hughes Holdings Inc. becoming a parent holding company of The Howard Hughes Corporation, but did not alter the proportionate interests of security holders.
As used in this prospectus, unless the context otherwise requires, references to the terms “Company”, “we”, “us” and “our” refer to The Howard Hughes Corporation for periods prior to the Reorganization and, for periods as of and following the Reorganization, to Howard Hughes Holdings Inc.
 
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Proxy Summary
DIRECTOR NOMINEES
Committee Memberships
Name
Age
Director
Since
Tenure
Independent
Principal Occupation
Audit
Compensation
Nominating
&
Corporate
Governance
Risk
Technology
Other Current
Public
Company
Boards
David Eun
57
2023
1
Co-CEO, Alakai Group, LLC
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None
Adam
Flatto
61
2010
13
Chief Executive Officer and President of The Georgetown Company
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None
Ben
Hakim
48
**
0
Partner of Pershing Square Capital Management, L.P.

None
Beth
Kaplan
66
2017
6
Managing Partner of Axcel Partners, LLC
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Crocs, Inc.

Brilliant Earth
Group Inc.

Rent the
Runway, Inc.
Allen
Model
78
2010
13
Treasurer and Vice Chairman of Overseas Strategic Consulting, Ltd.
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None
David
O’Reilly
49
2020
3
Chief Executive Officer of Howard Hughes Holdings Inc.

Kite Realty
Group Trust
R. Scot
Sellers
67
2010
(PD)
13
Former Chief Executive Officer of Archstone
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Maui Land &
Pineapple Company, Inc.
Steven
Shepsman
71
2010
13
Executive Managing Director of New World Realty Advisors
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None
Mary Ann
Tighe
75
2011
12
Chief Executive Officer of CBRE’s New York Tri-State Region
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None
Anthony
Williams
72
2021
3
Chief Executive Officer and Executive Director of the Federal City Council
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None
Meetings in 2023: 10
5
7
4
4
1*
Average (Years)
65
9
*
The Technology Committee was formed in December 2023.
**
Mr. Hakim is a new director nominee and, if elected, he will fill the vacancy on the Board created by Mr. Ackman’s decision not to stand for reelection at the 2024 Annual Meeting.
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Chair
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Member
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Financial Expert
(PD)
Presiding Director (Mr. Sellers is expected to replace Mr. Ackman as Chairman of the Board following the 2024 Annual Meeting of Stockholders).
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 3

Proxy Summary
GOVERNANCE HIGHLIGHTS
The Board of Directors (the “Board”) and management believe that good corporate governance promotes accountability to stockholders, enhances investor confidence in Howard Hughes Holdings Inc. (“HHH”, “Howard Hughes”, or the “Company”) and supports long-term value creation. The Company has implemented and fostered a culture of good corporate governance, which includes the following:
None of our director nominees serve on an excessive number of boards
Each committee of the Board has a published charter that is reviewed annually
A majority of executive pay is tied to performance-based and long-term equity incentives
Each committee of the Board is 100% comprised of independent directors
The Board follows Corporate Governance Guidelines
The Board and each of its committees meet regularly and frequently without management present
Presiding Director
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See “Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” for more information.
 
4 \ Howard Hughes Holdings Inc. investor.howardhughes.com

Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
The Compensation Committee of the Board seeks to align the Company’s executive compensation program with its business strategy to attract, retain and engage the talent we need to compete in our industry, and to
align management with stockholders’ interests. The table below highlights key aspects of our executive compensation program and practices.
A compensation recovery policy designed to prevent misconduct by executive officers and requiring recoupment in the event of accounting restatements
Non-employee directors and executive officers are subject to stock ownership guidelines
No single-trigger change-in-control for severance pay and benefits
No excise tax gross-ups in executive employment agreements or incentive plans
Minimum three-year vesting period for the performance-based component of long-term equity awards
A general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts, and limit orders, in each case, involving Company securities
A substantial portion of our long-term equity awards contains meaningful performance hurdles to achieve full vesting
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 5

Proxy Summary
COMMUNITIES UPDATE – SUSTAINABLE, INCLUSIVE AND TRANSPARENT.
At our core, we are community builders, known for envisioning, planning, and developing communities that provide an exceptional quality of life – rooted in a respect for their natural environments and dedicated to a vibrant, sustainable future. Whether we are developing a condominium, an office campus, a grocery store, or a school, we never focus on just the single building but consider the positive impact on the surroundings – both to the adjacent land and its residents.
Our communities are our home. They are where our employees live, where their children go to school and play, and where we remain active residents and integral partners, driving long term, vibrant growth throughout our regions. Responsible stewardship has been our guiding principle since the beginning, and the foundation upon which our communities were created.
We develop responsibly with sustainability top of mind, always seeking to create communities that are resilient, diverse, and inclusive; that respect the land; and that create the best environment for people to fulfill their potential.
We invest strategically to deliver quality and value for our residents, our tenants, our employees, and our business and philanthropic partners, both within and beyond the communities in which they live and work.
We innovate thoughtfully applying decades of experience to continuously improve how we do business as builders of a diverse portfolio focused on office, retail, and residential properties and to adapt to the changing needs and desires of the communities we design, develop, and manage over time.
SUSTAINABLE
“How you live, how we build” is a principle that drives everything we do – from the development of our award-winning master planned communities; to the integration of environmental and social guidelines and governance practices in our business strategy, planning, and operations; to our commitment to inclusivity, sustainability, and transparency.
We plan and build all our communities to be models of conservation, inclusion, and connection, designing in innovative ways that provide flexibility to adapt to changing environments while remaining long-term stewards of our natural resources.
We develop all our strategic developments to achieve LEED green building certification, a globally adopted sustainability framework. Our intentional pursuit of green building certifications reflects our commitment to healthy, high-performing properties and independently validates our commitment to sustainable design, construction, and operations, all of which result in reduced resource usage, decreased emissions, and better well-being for building occupants. Using an industry framework aligns all stakeholders towards a common goal and delivering best-in-class assets in their technical disciplines.
In 2023, Ward Village team was recognized as the top developer of LEED green certified assets in the state of Hawai’i. Marlow, a multifamily asset in Columbia, received the highest level for green building certification at LEED Platinum. 1700 Pavilion office building in Summerlin achieved LEED Silver and Creekside Medical Office Plaza in The Woodlands achieved LEED Gold, green building certifications for their sustainable design.
We manage and measure our operating assets to deliver on energy, water, emissions, and waste performance, and we proactively pursue efforts to reduce our impact across our portfolio in partnership with our stakeholders. We complement this holistic approach with programs and actions customized for the age, asset type, and regional considerations of our diverse properties. We also assess and evaluate short, medium, and long-term climate related opportunities. Data-driven analysis, engineering insights, and occupant feedback drive unique strategies for each of our buildings.
In 2023, several assets received ENERGY STAR labels, BOMA 360 certifications and were pursuing LEED green building certification for Operations and Maintenance.
INCLUSIVE
For over 50 years we have embraced the forward-thinking ideals of our founders who envisioned inclusive communities designed and operated in harmony with nature. Our roots are based on the belief that responsible stewardship is the key to a better quality of life. Our business success today is a reflection of that guiding principle and our ongoing commitment to invest in our people and in our communities.
 
6 \ Howard Hughes Holdings Inc. investor.howardhughes.com

Proxy Summary
As of December 31, 2023, our workforce was made up of approximately 608 employees who form the bedrock of our core operations. Another 187 individuals, including seasonal staff, deliver operational excellence at the Las Vegas Ballpark during ongoing events, merchandising operations, and other Aviators activities. As of December 31, 2023, our workforce was 52% female and 36% ethnically diverse. Employees at a Vice President level or above were 37% female and 19% ethnically diverse.
The continuous development of our employees is encouraged through continued learning with tuition reimbursement, student debt management resources, and a fund for non-job-related training. To support our employees’ personal well-being, we offer competitive programs for our employees and their families at all stages of life, including a robust health benefits plan, 401k match plan, up to 12 weeks of fully paid leave for parents welcoming new children, financial support of adoption, donation, and surrogacy services, and bicycle reimbursement.
In addition to our focus on our employees, we are highly attuned to how we impact the lives of those within our communities, and we support over 220 local charities through monetary donations and volunteerism within our HHCares program. In 2023, the Company donated over $2.6 million nationwide, in addition to over $250,000 of individual employee donations and company matches to registered 501c3 non-profit organizations. Our employees also donated upwards of 2,800 hours of volunteer time through 2023.
TRANSPARENT
At Howard Hughes we believe good governance is a cultural imperative – one that requires continuous commitment and adherence to the highest possible standards of oversight, accountability, integrity, and ethics; and one that our stockholders expect our Board, our executives, and all our team members to meet every day.
In order to identify, monitor, and mitigate potential risks that could impact our organization and investors, Howard Hughes has made governance risk and management a top Board priority. As part of our corporate governance framework, we have a formal Enterprise Risk Management (ERM) Program that is overseen by the Board’s Risk Committee and led by our Risk Management team. It also reviews and monitors risks that have been identified and are considered critical by management, such as capital, market, liquidity, legal, regulatory, operational, reputational and strategic risks. Topics material to sustainability, inclusivity and transparency are included in the ERM assessment.
Howard Hughes is committed to ensuring transparency related to its inclusive, sustainable, and transparent initiatives, goals, and performance. We voluntarily report on our sustainability program through the annual Global Real Estate Sustainability Benchmark (GRESB) Real Estate Assessment and S&P Global Corporate Sustainability Assessment (CSA), helping the company benchmark its performance against peers and determine improvement areas. To provide decision useful information to investors, we monitor sustainability ratings from Institutional Shareholder Services (ISS), MSCI, and Sustainalytics.
Additional details on our approach and impacts are available in our annual report called the Communities Report. The report references the Global Reporting Initiative’s (GRI) Standards and includes our management of climate-related risks and opportunities in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations which can be found on the Company’s website (https://www.howardhughes.com/communities/).
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 7

Proxy Statement for Annual Meeting of
Stockholders to Be Held on May 23, 2024
QUESTIONS AND ANSWERS REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING
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Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
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Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to its proxy materials over the Internet or, upon your request, through the mail. These materials are being provided in connection with the solicitation of proxies by the Board for use at the Company’s 2024 annual meeting of stockholders or any postponement or adjournment thereof (the “Annual Meeting”). Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 4, 2024 to stockholders entitled to notice of, and to vote at, the meeting.
All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet.
You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. The Annual Meeting will be held at 9:00 a.m., Eastern time, on Thursday, May 23, 2024, at Pier 17 Green Room, 89 South Street, 3rd Floor, New York, NY 10038.
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How can I get electronic access to the proxy materials?
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The Notice will provide you with instructions regarding how to:

view the Company’s proxy materials for the Annual Meeting on the Internet; and

instruct the Company to send future proxy materials to you electronically by email.
The Company’s proxy materials are also available on the Company’s website at www.howardhughes.com under the “Investors” tab.
If you previously elected to access your proxy materials over the Internet, you will not receive a Notice or printed proxy materials in the mail. Instead, you have received an email with a link to the proxy materials and voting instructions.
Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you, which should result in lower costs associated with the Annual Meeting. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.
 
8 \ Howard Hughes Holdings Inc. investor.howardhughes.com

Proxy Statement for Annual Meeting of Stockholders to Be Held on May 23, 2024
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What is included in the proxy materials?
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The proxy materials include:

the Company’s Notice of the Annual Meeting;

this Proxy Statement for the Annual Meeting; and

the Company’s 2024 Annual Report to Stockholders.
If you requested printed versions of these materials by mail, the proxy materials will also include a proxy card (for stockholders of record) or a voting instruction form (for beneficial owners) for the Annual Meeting.
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Who is entitled to vote at the Annual Meeting?
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Holders of Company common stock at the close of business on March 27, 2024 are entitled to receive notice of, and to vote their shares at, the Annual Meeting. As of March 27, 2024, there were 50,246,052 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.
If your shares are registered in your name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “stockholder of record.” If your shares are held in an account with a broker, bank or other nominee, you are considered the “beneficial owner.” As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares.
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How do I vote?
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How to Vote
Your vote is important. Please vote as soon as possible by one of the methods shown below.
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In person at the Annual Meeting
All stockholders of record may vote in person at the Annual Meeting. You can request a ballot at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting.
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By telephone
All stockholders of record may vote their shares by calling 1-800-690-6903 toll-free. Submit your vote by telephone until 11:59 p.m. ET on May 22, 2024. Have your proxy card available and follow the instructions provided by the recorded message to vote your shares. If you are a beneficial owner of shares, you may vote your shares by telephone by following the instructions sent to you by your broker, bank, or other record holder.
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By Internet
All stockholders of record may vote their shares online at www.proxyvote.com. Use the Internet to transmit your voting instructions until 11:59 p.m. ET on May 22, 2024. Have your proxy card available and follow the instructions on the website to vote your shares. If you are a beneficial owner of shares, you may vote your shares online by following the instructions sent to you by your broker, bank, or other record holder.
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By mail
If you are a stockholder of record, you may request from us, by following the instructions on your Notice or in the email that you received, printed copies of the proxy materials, which will include a proxy card.
If you are a beneficial owner of shares, you may vote your shares by mail by following the instructions sent to you by your broker, bank, or other record holder.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 9

Proxy Statement for Annual Meeting of Stockholders to Be Held on May 23, 2024
Internet and telephone voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. ET on May 22, 2024. The availability of Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank, or other holder of record. You should follow the voting instructions in the materials provided to you by your broker, bank, or other holder of record. If you vote on the Internet or by telephone, you do not have to return a proxy card or voting instruction form. If you are located outside the U.S. and Canada, please use the Internet or mail voting procedures. Your vote is important. Your timely response may save us the expense of attempting to contact you again.
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What is householding and how does this affect me?
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We have adopted a procedure approved by the SEC called “householding.” Under this procedure, registered stockholders, who have the same address and last name and who receive paper copies of the proxy materials in the mail, will receive only one copy of our proxy materials. This consolidated method of delivery will continue unless one or more of these stockholders notifies us that they would like to receive individual copies of proxy materials. This procedure reduces our printing costs and postage fees. If a stockholder of record residing at such address wishes to receive separate proxy materials in the future, he or she may contact Howard Hughes Holdings Inc., 9500 Woodloch Forest Drive, Suite 1100, The Woodlands, Texas 77380, Attention: Investor Relations.
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What can I do if I change my mind after I submit my proxy?
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If you are a stockholder of record, you can revoke your proxy at any time before it is exercised by:

delivering written notice revoking your proxy to the Corporate Secretary at the Company’s address set forth above;

timely delivering a new, later-dated proxy using one of the methods described above; or

voting in person at the Annual Meeting.
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.
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What shares are included in my proxy?
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If you are a stockholder of record, you will receive one proxy card for all your shares that are registered in your name with the Company’s transfer agent. If you are a beneficial owner of shares, the voting instructions you receive from your broker, bank or other nominee will indicate the number of shares of Company common stock held by them on your behalf. If you received more than one proxy card or voting instructions, then your shares are likely registered in more than one name with the Company’s transfer agent and/or held in more than one account with your broker, bank, or other nominee. Please complete, sign, date and return each proxy card and/or voting instructions to ensure that all your shares are voted.
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What happens if I do not give specific voting instructions?
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All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions. If a properly executed proxy gives no specific instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
If you are a beneficial owner of shares and do not provide your broker, bank, or other nominee with specific voting instructions, then under the rules of the New York Stock Exchange (the “NYSE”), they may only vote on matters for which they have discretionary power to vote. If your broker, bank, or other nominee does not receive instructions from you on how to vote your shares and they do not have discretion to vote on the matter, then the
 
10 \ Howard Hughes Holdings Inc. investor.howardhughes.com

Proxy Statement for Annual Meeting of Stockholders to Be Held on May 23, 2024
broker, bank, or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares.
Your broker, bank or other nominee will not be permitted to vote on your behalf on the election of directors; the advisory vote on executive compensation; and other matters to be considered at the Annual Meeting, unless you provide specific instructions by completing and returning a properly executed proxy or following the instructions provided to you to vote your shares. For your vote to be counted, you need to communicate your voting decisions to your broker, bank, or other nominee before the date of the Annual Meeting.
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What constitutes a quorum?
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A majority of the outstanding shares of common stock must be present, in person or by proxy, to constitute a quorum at the Annual Meeting.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.
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Who can attend the Annual Meeting?
[MISSING IMAGE: tm223439d1-icon_a4c.jpg]
The Annual Meeting is open to all holders of the Company’s common stock as of the record date. Please note photo identification and proof of ownership as of the record date are required to attend the Annual Meeting.
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What will the stockholders vote on at the Annual Meeting, what are the voting requirements for each of the matters to be voted on at the Annual Meeting, and what are the Board’s voting recommendations?
[MISSING IMAGE: tm223439d1-icon_a4c.jpg]
Proposal
Vote Necessary to
Approve Proposal
Broker
Discretionary
Voting
Allowed?
Treatment of
Abstentions and
Broker
Non-Votes
Board
Recommendation
1
Election of directors
Each director nominee must receive the affirmative vote of a majority of the votes cast with respect to the nominee, excluding abstentions
No
No effect
FOR
each director
nominee
2
Advisory (non-binding) vote to approve executive compensation (Say-on-Pay)
Affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the matter
No
Abstentions have the effect of a vote cast against the matter and broker non-votes have no effect
FOR
3
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024
Affirmative vote of a majority of the votes cast
Yes
No effect
FOR
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 11


Matters Related to Corporate Governance,
Board Structure, Director Compensation and
Stock Ownership
CORPORATE GOVERNANCE
The Board has adopted the following policies to serve as the governing framework of the Company:

corporate governance guidelines to assist the Board in the exercise of its responsibilities to the Company and its stockholders;

a code of business conduct and ethics applicable to the Company’s directors;

a code of business conduct and ethics applicable to the Company’s officers and other employees; and

written charters for its Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Risk Committee, and Technology Committee.
The Company’s corporate governance guidelines, codes of business conduct and ethics and committee charters are available on the Company’s website at www.howardhughes.com under the “Investors” tab. You may also obtain a copy of these policies upon written request to the Company’s Corporate Secretary at its principal executive office.
The Board periodically reviews its corporate governance policies and practices. Based on these reviews, the Board may adopt changes to policies and practices that are in the best interests of the Company and as appropriate to comply with any new SEC or NYSE corporate governance requirements.
The Board may, at its discretion, elect a Chairman of the Board from among the directors. If at any time the Chairman of the Board is a current or former executive officer of the Company, or for any reason is not an independent director, a Presiding Director will be
selected by the independent directors from among the directors who are not current or former executive officers of the Company and are otherwise independent. The Board adopted this structure to promote decision-making and governance that are independent of the Company’s management and to better perform the Board’s monitoring and evaluation functions. The positions of Chairman of the Board, Presiding Director of the Board, and Chief Executive Officer are held by different individuals. Neither the current Chairman of the Board, William Ackman, nor the current Presiding Director of the Board, R. Scot Sellers, is a member of Company management. In accordance with the foregoing, following Mr. Ackman’s departure as a director, R. Scot Sellers, if re-elected, will be Chairman of the Board and there will be no Presiding Director.
The Board has established a policy that its non-management directors meet in executive session, without members of management present at least four times per year; provided, however, that any non-management director may request additional executive sessions of the non-management directors at any time, if and when necessary, to discuss any matter of concern. The Chairman of the Board or Presiding Director presides over each executive session. The Board policy provides that if the Board includes non-management directors that are not independent, at least one executive session each year will include only independent directors.
The Company believes that the foregoing policies and practices, when combined with the Company’s other governance policies and procedures, provide an appropriate framework for oversight, discussion and evaluation of decisions and direction from the Board.
 
12 \ Howard Hughes Holdings Inc. investor.howardhughes.com

Matters Related to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership
Foundation in Sound Governance Practices
Regular executive sessions of independent directors
Majority voting with resignation policy for directors in uncontested elections
Annual Board and committee evaluations, including an independent third-party evaluation once every three years
A general prohibition against short sales; investing in publicly traded options; hedging; pledging and margin accounts; and limit orders, in each case, involving Company securities
Directors may contact any employee of our Company directly, and the Board and its committees may engage independent advisors at their sole discretion
Stockholders holding at least 15% of our outstanding shares of common stock can call a special meeting of stockholders
Annual elections of directors (i.e., no staggered board)
Director and executive stock ownership requirements
Executive Compensation Recoupment Policy
RISK MANAGEMENT
The Board views risk management as one of its primary responsibilities. A fundamental part of risk management is not only understanding the risks that the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. Our Board is responsible for overseeing the risk management of our Company, which is carried out by the full Board as well as at each of its committees and, in particular, the Risk Committee.
BOARD RISK MANAGEMENT OVERSIGHT INCLUDES:

strategic and financial considerations

legal, regulatory and compliance risks

risks related to the spinoff of Seaport Entertainment

environmental and social risks and issues

other risks considered by the committees
RISK COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

development and implementation of the Company’s enterprise risk management program, which is an enterprise-wide program designed to enable effective and efficient identification of critical enterprise risks and to incorporate risk considerations into decision making

overall risk-taking tolerance and risk governance

environmental, social, sustainability, and governance risks and issues

Identification of key risk topics to refer to the full Board for further analysis and decision-making

review and approval of a matrix provided by management showing the top risks (~20) affecting the Company and which Board committees are responsible for oversight of such risks
AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

financial, legal and compliance risks
COMPENSATION COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

considering the relationship between the Company’s overall compensation policies and practices for employees, including executive officers, and risk, including whether such policies and practices give rise to risks that would be reasonably likely to have a material adverse effect on the Company
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

managing risks related to Board composition

oversight of risks related to corporate governance
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 13

Matters Related to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership
TECHNOLOGY COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

technology and cybersecurity risks.

information technology effectiveness risks

artificial intelligence risks

digital strategy risks
DIRECTOR INDEPENDENCE
NYSE corporate governance guidelines require that at least a majority of the members of the Board meet the NYSE criteria for independence. The Board has determined that each of its non-management directors, which include Mr. Ackman, Mr. Eun, Mr. Flatto, Ms. Kaplan, Mr. Model, Mr. Sellers, Mr. Shepsman,
Ms. Tighe and Mr. Williams and its director nominee, Mr. Hakim, is independent under the NYSE independence standards. Mr. Ackman has decided not to stand for re-election after the end of his current term. Mr. O’Reilly is not independent because he is the Chief Executive Officer of the Company.
DIRECTOR NOMINATIONS
Qualifications
The Nominating and Corporate Governance Committee seeks diverse candidates with diverse backgrounds and considers a number of factors in its evaluation of director candidates. These factors include their specific experience, qualifications, attributes, and skills in light of the Company’s business and structure. The Nominating and Corporate Governance Committee is also responsible for recommending the nomination of those incumbent directors it deems appropriate for reelection to the Board and, if applicable, recommending the reappointment to any committees of the Board on which such director serves.
While the Nominating and Corporate Governance Committee has not established specific criteria relating to a candidate’s age, education, experience level or skills, qualified candidates are expected to have strong business expertise and, in particular, experiences and expertise with regard to one or more of the following: real estate development and management, marketing, capital markets, technology, financial expertise and reporting, risk management, operations, social and corporate governance, and/or technology. Under the Committee’s Charter and our Diversity Policy, the
Nominating and Corporate Governance Committee also considers diversity, the independence of the nominee, availability for service to the Company (including any potential conflicts of interest), age of the incumbent directors on the Board, and the Board’s anticipated needs with regard to director expertise. The Nominating and Corporate Governance Committee strongly believes that diversity of background, skills, and experience is critical to the long-term success of the Company, and recognizes the importance of maintaining a Board with a broad scope of backgrounds that will expand the views and experiences available to the Board in its deliberations. Accordingly, the Nominating and Corporate Governance Committee is committed to considering diverse candidates for the Board, including with respect to gender, ethnicity and national origin, in all director candidate searches. As such, the Nominating and Corporate Governance Committee strives to interview diverse groups of candidates with diverse backgrounds in its evaluation of director candidates. We believe that our Nominating and Corporate Governance Committee has been successful in these efforts, with the three newest members of our Board (Ms. Kaplan and Messrs. Williams and Eun) each being gender or racially/ethnically diverse.
 
14 \ Howard Hughes Holdings Inc. investor.howardhughes.com

Matters Related to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership
We believe our current directors and new director nominee are highly qualified and have a wide range of diverse skills and relevant experiences and qualifications, as summarized in the following table:*
Real Estate
Development
and
Management
Capital
Markets
Marketing
Operations
Technology
Audit, Tax,
Accounting,
Financial
Statements
Financial
Expertise
Social and
Corporate
Governance
David Eun
Adam Flatto
Ben Hakim
Beth Kaplan
Allen Model
David O’Reilly
Scot Sellers
Steve Shepsman
Mary Ann Tighe
Anthony Williams
*
Mr. Ackman is not included in the chart because he is not standing for re-election.
Stockholder Recommendations
The Nominating and Corporate Governance Committee will consider recommendations of potential candidates from stockholders based on the same criteria as a candidate identified by the Nominating and Corporate Governance Committee.
To recommend a candidate, a stockholder must provide notice to the Company. The notice must include the following:

monetary agreements, arrangements and understandings during the past three years as to each person being recommended, all information relating to such person that would be required to be disclosed in a proxy statement, or other filings required to be made in connection with solicitations of proxies for election of directors in contested elections;

such person’s written consent to being named in a proxy statement for the Company’s next annual meeting of stockholders as a nominee and to serving as a director if elected; and

a description of all direct and indirect compensation between the Company and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships between or among such stockholder and, if applicable, the beneficial owner of the shares held by such stockholder.
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For information regarding when notice must be received to be considered timely, see “Stockholder Proposals for 2025 Annual Meeting of Stockholders.”
STOCKHOLDER ENGAGEMENT
We believe that strong corporate governance should include year-round engagement with our stockholders. Through our investor outreach program, we solicit feedback on our executive compensation program,
corporate governance and disclosure practices, and we respond to questions regarding our programs, policies and goals. We share the feedback we receive with our Board of Directors and applicable Committees.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 15

Matters Related to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership
COMMUNICATIONS WITH THE BOARD
Any stockholder or other interested party may communicate with the Board, any Board committee, the non-management directors or any individual director. All written communications must identify the recipient and the author and be sent by certified mail to the Company’s principal executive offices at:
Howard Hughes Holdings Inc.
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
Attention: Corporate Secretary
The Corporate Secretary will act as agent for the directors in facilitating these communications.
CODES OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a code of business conduct and ethics applicable to the Company’s directors and a code of business conduct and ethics applicable to the Company’s officers and other employees, each of which can be found on the Company’s website at investor.howardhughes.com/documents. The purpose of these codes is to, among other things, affirm the Company’s commitment to the highest standards of business conduct and ethics, integrity and attendant
compliance reporting in accordance with all applicable laws. The codes set forth a common set of values and standards to which all of the Company’s directors, officers and employees are expected to adhere. The Company will post information regarding any amendment to, or waiver from, its codes of business conduct and ethics on its website under the “Investors” tab as required by applicable law.
 
16 \ Howard Hughes Holdings Inc. investor.howardhughes.com

The Board, Its Committees and Its
Compensation
THE BOARD
Nine of our current directors are non-management directors. Under the Company’s amended and restated bylaws, the Board may select one of its members to be Chairman of the Board, and another member to be Presiding Director of the Board. William Ackman is currently the Chairman of the Board; R. Scot Sellers is currently the Presiding Director of the Board. Mr. Ackman has decided not to stand for reelection at the 2024 Annual Meeting. Mr. Sellers is expected to replace Mr. Ackman as Chairman of the Board and cease to serve as Presiding Director following the 2024 Annual Meeting. If elected, Mr. Hakim will replace Mr. Ackman as our ninth non-management director.
We believe our diversity of skills and experience on our Board have been a key driver of the Company’s success and that the strength of our Board is a competitive advantage.
Our Board is diverse, with 20% and 30% of our Board members who self-identify as female and/or an ethnic minority, respectively:
[MISSING IMAGE: pc_genderdiversity-4c.jpg]
Under the Company’s corporate governance guidelines, Board members are expected to devote the time reasonably necessary to discharge their responsibilities and to prepare for and, to the extent reasonably practicable, attend and participate in all meetings of the Board and the committees on which they serve. Each director is expected to attend the annual meeting of stockholders. The Board held a total of 10 meetings in 2023. All directors attended 75% or more of the meetings of the Board and of the committees on which they served during 2023 and our 2023 annual meeting of stockholders.
Our individual Board members have varied expertise and bring extensive professional experience both within and outside the real estate industry. We believe this provides our Board with a vast collective skill set that is advantageous to the Board’s oversight of our Company, and that these varied perspectives expand the Board’s ability to provide relevant guidance to our leadership team and overall business.
BOARD COMMITTEES
Our Board has five regularly standing committees: Audit; Compensation; Nominating and Corporate Governance; Risk; and Technology. The specific membership of each committee allows us to take advantage of our directors’ diverse skill sets, which enables deep focus on committee matters.
Each of our committees:

Operates pursuant to a written charter (available on our website at www.howardhughes.com under the “Investors” tab);

Reviews its charter annually; and

Evaluates its performance annually.
The Company’s reputation is of critical importance. In fulfilling their duties and responsibilities, each of our standing committees and our Board considers the potential effect of any matter on our reputation. The current committee chairs and members are reflected in this proxy statement.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 17

The Board, Its Committees and Its Compensation
AUDIT
Meetings in 2023: 5
All Independent
Key Responsibilities
Steven Shepsman  [MISSING IMAGE: ico_c2-k.jpg][MISSING IMAGE: ico_finance-exp.jpg]

Beth Kaplan

Allen Model

Anthony Williams

Pre-approving auditing services, internal control-related services and permitted non-audit services to be performed for the Company by the independent registered public accounting firm

Reviewing and discussing with management and the independent registered public accounting firm financial statement and disclosure matters

Reviewing the findings and recommendations of the Company’s independent registered public accounting firm and management’s response to the recommendations of that firm

Reviewing and discussing with management and the independent registered public accounting firm the Company’s significant financial and accounting risk exposure

Overseeing the internal audit function

Overseeing compliance with applicable legal and regulatory requirements as it relates to financial reporting

Establishing “whistleblower” procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters
Key Skills and Experiences
Represented

Audit, tax, accounting

Financial Expertise

Preparation or oversight of financial statements

Compliance

Risk management

Technology and operations

Public policy and
government relations
Each member of the Audit Committee has the ability to read and understand fundamental financial statements. The Board has determined that Mr. Shepsman meets the requirements of an “audit committee financial expert” as defined by the rules of the Securities Exchange Act of 1934 (the “Exchange Act”).
COMPENSATION
Meetings in 2023: 7
All Independent
Key Responsibilities
R. Scot Sellers  [MISSING IMAGE: ico_c2-k.jpg]

William Ackman

Adam Flatto

Mary Ann Tighe

Evaluating the performance of and determining the compensation for the Company’s executive officers, including its Chief Executive Officer

Reviewing, approving and recommending to the Board the Company’s annual and long-term incentive plans and programs

Reviewing and approving employment and other contracts relating to compensation of the Company’s executive officers

Reviewing director compensation policies, objectives and programs and approving the form and amount of director compensation

Reviewing with management and approving the Compensation Discussion and Analysis to be included in the Company’s proxy statement
Key Skills and Experiences Represented

Setting executive compensation

Evaluating executive and Company-wide compensation programs

Human capital management and financial expertise

Real estate, capital markets, operating, marketing and technology

Current and prior public company board service
 
18 \ Howard Hughes Holdings Inc. investor.howardhughes.com

The Board, Its Committees and Its Compensation
NOMINATING AND CORPORATE GOVERNANCE
Meetings in 2023: 4
All Independent
Key Responsibilities
Beth Kaplan  [MISSING IMAGE: ico_c2-k.jpg]
Adam Flatto

Mary Ann Tighe

Anthony Williams

Developing and recommending corporate governance guidelines applicable to the Board and the Company’s employees

Developing criteria and qualifications for directors to be used in identifying, reviewing and selecting director candidates

Identifying and recommending diverse and skilled director candidates

Reviewing relationships between directors, the Company and members of management and recommending to the Board whether directors are independent

Recommending committee composition and assignments
Key Skills and Experiences Represented

Corporate and social governance

Real estate, capital markets, operating, marketing and technology

Current and prior public company board service
RISK
Meetings in 2023: 4
All Independent
Key Responsibilities
Allen Model  [MISSING IMAGE: ico_c2-k.jpg]

David Eun

Beth Kaplan

R. Scot Sellers

Steven Shepsman

Assisting the full Board in the assessment and evaluation of critical risks

Approving the Company’s enterprise-wide, risk management framework

Reviewing policies and procedures established and implemented by management to understand general enterprise and related business risk inherent in the Company’s business

Providing strategic consultation and input to management to assist management in evaluating policies and practices that provide the framework to ensure operational efficiency and necessary controls for operational and other risks

Identifying which risks should be elevated to the full Board for assessment

Annually reviewing and approving a matrix prepared by management showing top (~20) risks affecting the Company and overseeing the delegation of such risks to Board Committees

Meeting quarterly with management to discuss certain business opportunities and help determine whether additional resources should be allocated for development and subsequent presentation to the full Board

Oversight of environmental and social issues and risks
Key Skills and Experiences Represented

Understanding of how risk is undertaken, mitigated and controlled

Real estate, marketing, operations, social and corporate governance, and technology experience

Financial expertise

Current and prior public company board service
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 19

The Board, Its Committees and Its Compensation
TECHNOLOGY
Meetings in 2023: 1*
All Independent
Key Responsibilities
David Eun  [MISSING IMAGE: ico_c2-k.jpg]
William Ackman

Steven Shepsman

Anthony Williams

Reviewing and recommending technology strategies and understanding management’s infrastructure to ensure alignment with the Company’s business strategy and objectives.

Reviewing management’s cybersecurity posture, including hardware, software, staffing, and outsourced relationships.

Understanding management’s processes and controls to comply with all existing data privacy laws and regulations.

Providing strategic advice regarding emerging risks that impact the Company’s future strategy or current operations.

Advising on strategic investments in technology and providing guidance on fostering a culture of innovation within the Company.

Making recommendations to the full Board for approval of technology investments and cybersecurity measures when necessary.
*
The Technology Committee was established in December 2023.
Key Skills and Experiences Represented

Cybersecurity

Information technology

Operations and strategy

Evaluating risks related to technology and regulation

Real estate, capital markets, operating, marketing and technology

Current and prior public company board service
Commitment of Our Board – 2023
2023 Meetings
Board 10
Audit 5
Compensation 7
Nominating and Corporate Governance 4
Risk 4
Technology 1
Executive Sessions of Independent Directors without Management 6
 
20 \ Howard Hughes Holdings Inc. investor.howardhughes.com

The Board, Its Committees and Its Compensation
BOARD AND COMMITTEE EVALUATIONS
We recognize the critical role that the Board and committee evaluations play in ensuring the effective functioning of our Board. It is important to take stock of Board, committee, and director performance, and to solicit and act upon feedback from each member of our Board. To this end, our Nominating and Corporate Governance Committee is responsible for evaluating the performance of our Board annually, and each of our Board’s committees also conducts an annual self-evaluation.
Evaluations – A Multi-Step Process
The Nominating and Corporate Governance Committee periodically reviews the format of the Board and committee evaluation process to ensure that actionable feedback is solicited on the operation of the Board and director performance. In addition, the Nominating and Corporate Governance Committee believes it is important to periodically have an independent third party complete the annual Board and committee evaluations.

Questionnaire
Evaluation questionnaire provides director feedback on an unattributed basis

One-on-One Discussions
Every third year (including 2023), the Nominating and Corporate Governance Committee engages an independent third party to conduct one-on-one discussions with each director to solicit additional feedback and provide independent feedback

Board Summary
Summary of Board and committee evaluation results provided to the full Board

Feedback Incorporated
Policies and practices updated as appropriate as a result of director feedback
The Board committed to an enhanced self-evaluation review in 2023, including the engagement of an independent third-party global executive search and leadership consulting firm, to review all dimensions of board performance with a focus on matters related to board composition (including board size, diversity, skill set, and leadership) and governance practices. The third-party firm also benchmarked the Board against relevant corporate governance standards via surveys of S&P 500 company practices and a broader set of relevant public company indices. This multi-week review included one-on-one interviews with all ten directors and select senior executives that regularly interact with the Board, with a focus on:

Organization of the Board;

Board composition and the Company’s strategic imperatives;

Board and committee performance;

Roles and duties of the Board members;

Board involvement and engagement; and

Overall Board and individual director effectiveness.
The third-party firm presented its findings to the full Board in late-2023, and it is anticipated that the Board will continue to conduct a similar engagement and enhanced review process every three years going forward.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 21

The Board, Its Committees and Its Compensation
2023 DIRECTOR COMPENSATION
ANNUAL COMPENSATION
The table below summarizes the Company’s non-employee director compensation program.
Total
Board Service:
Annual Retainer ($145,000 Restricted Stock Award and $75,000 Cash)
$220,000
Annual Presiding Director Retainer
$50,000
Committee Service:
Annual Audit Committee Chair Retainer
$30,000
Annual Audit Committee Member Retainer
$15,000
Annual Compensation Committee Chair Retainer
$15,000
Annual Compensation Committee Member Retainer
$5,000
Annual N&CG Committee Chair Retainer
$12,500
Annual N&CG Committee Member Retainer
$5,000
Annual Risk Committee Chair Retainer
$12,500
Annual Risk Committee Member Retainer
$5,000
Annual Technology Committee Chair Retainer
$12,500*
Annual Technology Committee Member Retainer
$5,000*
*
The Technology Committee was formed in December 2023. No director received compensation for service on the Technology Committee in fiscal 2023.
Under our director compensation program, the annual retainer for Board service is payable $145,000 in restricted stock and $75,000 in cash. A director may elect to receive up to all of his or her cash retainer in restricted stock. The restricted stock vests on the earlier of the next annual meeting of stockholders or June 1 in the following calendar year. The $50,000 Presiding Director retainer is paid in cash.
The Company also reimburses directors for all expenses incurred in attending Board and Board committee meetings. A director who is, or becomes, an employee of the Company does not receive additional compensation for serving as a director.
DIRECTOR COMPENSATION TABLE
The table below sets forth the compensation earned by each of the Company’s non-employee directors during 2023.
Name(1)
Fees Earned or Paid
in Cash

($)(2)
Restricted Stock
Awards

($)(3)
Total
($)
William Ackman(4)
Adam Flatto(5) 83,750 145,000 228,750
David Eun(6) 40,000 145,000 185,000
Beth Kaplan 107,500 145,000 252,500
Allen Model 102,500 145,000 247,500
R. Scot Sellers(7) 120,000 145,000 265,000
Steven Shepsman(8) 115,000 145,000 260,000
Mary Ann Tighe 85,000 145,000 230,000
Anthony Williams 95,000 145,000 240,000
 
22 \ Howard Hughes Holdings Inc. investor.howardhughes.com

The Board, Its Committees and Its Compensation
(1)
David O’Reilly, a director and Chief Executive Officer of the Company, is not included in this table because he is an employee of the Company and received no additional compensation for his service as a director. The compensation earned by Mr. O’Reilly as an employee of the Company during 2023 is shown below under “Executive Compensation – Summary Compensation Table.”
(2)
Ms. Tighe and Mr. Sellers elected to receive $75,000 of their annual cash retainer in the form of a restricted stock award.
(3)
Represents the aggregate grant date fair value of restricted stock granted to the Company’s non-employee directors (exclusive of amounts described in footnote 2 above). The dollar amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), Compensation – Stock Compensation, and exclude the effect of estimated forfeitures. As of December 31, 2023, the number of shares of restricted stock held by each of the non-management directors was as follows: Mr. Eun (1,905), Mr. Flatto (1,905), Ms. Kaplan (1,905), Mr. Model (1,905), Mr. Sellers (2,890), Mr. Shepsman (1,905), Ms. Tighe (2,890) and Mr. Williams (1,905). As noted above, the numbers in this column do not include annual cash retainers that certain directors elected to take in restricted stock.
(4)
Mr. Ackman has waived all compensation relating to his service as a director of the Company and has not been awarded any equity compensation.
(5)
Mr. Flatto received fees for serving on the Compensation Committee for the second, third and fourth quarters of 2023.
(6)
Mr. Eun joined the Board effective upon his election at the May 25, 2023 annual meeting of stockholders. Mr. Eun received fees for serving on the Board and Risk Committee in the third and fourth quarters of 2023.
(7)
Mr. Sellers received fees for his service as Presiding Director in the third and fourth quarters of 2023.
(8)
Mr. Shepsman served on the N&CG Committee until December 2023, and received fees for serving on such committee for the each quarter of 2023.
STOCK OWNERSHIP GUIDELINES
The stock ownership guidelines for non-management directors and certain senior executive officers (CEO, CFO, President and General Counsel) were adopted to align their interests with those of the Company’s stockholders and strengthen the Company’s commitment to sound corporate governance. The stock ownership guidelines provide that (a) each non-management director who was a member of the Board prior to May 14, 2013, is required to own shares of Company common stock with a value equal to five times the original annual retainer ($112,000) for Board service within five years of the date of appointment, and
(b) each non-management director appointed on or after May 14, 2013, is required to own shares of Company common stock with a value equal to five times the annual retainer for Board service in effect on May 14, 2013 ($165,000), within five years of the date of appointment. In determining whether a director has met the minimum stock ownership guidelines, shares of common stock of the Company and restricted stock of the Company will be, in each case, valued based upon the closing price of the Company’s common stock on the applicable determination date. As of March 27, 2024, each director was compliant with the stock ownership guidelines.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 23

Security Ownership of Directors, Executive
Officers and Certain Beneficial Holders
The tables below provide information regarding the beneficial ownership of the Company’s common stock as of March 27, 2024, by:

each director and director nominee of the Company;

each of the named executive officers set forth in the Summary Compensation Table below;

all directors and executive officers as a group; and

each beneficial owner of more than 5% of the Company’s common stock.
The table below lists the number and percentage of shares beneficially owned based on 50,246,052 shares of common stock outstanding as of March 27, 2024.
Beneficial ownership is determined in accordance with SEC rules and regulations. Unless otherwise indicated and subject to community property laws where applicable, the Company believes each stockholder named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned.
Note on August 11, 2023, Howard Hughes Holdings Inc. became the successor to The Howard Hughes Corporation pursuant to a reorganization in which all of The Howard Hughes Corporation’s outstanding shares were automatically converted into equivalent corresponding shares of Howard Hughes Holdings Inc. The reorganization resulted in Howard Hughes Holdings Inc. becoming a parent holding company of The Howard Hughes Corporation, but did not alter the proportionate interests of security holders.
DIRECTORS AND EXECUTIVE OFFICERS
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
William Ackman(1) 18,852,064 37.5%
David Eun(2) 1,905 *
Adam Flatto(2)(3) 29,156 *
Ben Hakim 29 *
Beth Kaplan(2) 12,164 *
Allen Model(2) 28,312 *
R. Scot Sellers(2) 52,417 *
Steven Shepsman(2)(4) 24,948 *
Mary Ann Tighe(2)(5) 46,712 *
Anthony Williams(2) 5,265 *
David O’Reilly(6) 108,817 *
L. Jay Cross(7) 61,443 *
Carlos Olea(8) 30,167 *
Peter Riley(9) 48,083 *
Anton Nikodemus(10) 28,045 *
Kristi Smith(11) 17,313 *
All directors and executive officers as a group (19 persons) 38.5%
*
Less than 1%.
(1)
Mr. Ackman, who is a director of the Company as of the date of this proxy statement, may be deemed to be the beneficial
 
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Security Ownership of Directors, Executive Officers and Certain Beneficial Holders
owner of the 18,852,064 shares by virtue of his position as Chief Executive Officer of Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), the investment advisor to the Pershing Square Funds (as defined below) and as managing member of PS Management GP, LLC, a Delaware limited liability company (“PS Management”), the general partner of Pershing Square. Pershing Square’s principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd, a limited liability company incorporated in Guernsey (“PSH” and together with PS and PS International, the “Pershing Square Funds”). Mr. Ackman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Director nominee Mr. Hakim is a Partner at Pershing Square. Mr. Hakim disclaims beneficial ownership of these securities.
(2)
Includes shares of restricted stock for which the following directors have sole voting power, but no dispositive power: Mr. Eun (1,905), Mr. Flatto (1,905), Ms. Kaplan (1,905), Mr. Model (1,905), Mr. Sellers (2,890), Mr. Shepsman (1,905), Ms. Tighe (2,890) and Mr. Williams (1,905). These shares of restricted stock are expected to vest on May 23, 2024.
(3)
Includes 3,000 shares that are held by AF Services Money Purchase Plan. Mr. Flatto may be deemed to be the beneficial owner of such shares by virtue of his interest in the plan.
(4)
Includes 9,005 shares held by Sam De Realty II, L.P. (“Sam De Realty”), a limited partnership for which Mr. Shepsman is the general partner. By virtue of his position as general partner of Sam De Realty, Mr. Shepsman may be deemed to be the beneficial owner of such shares.
(5)
Includes 19,495 shares that were purchased by Ms. Tighe’s husband. By virtue of this relationship, Ms. Tighe may be deemed to be the beneficial owner of such shares.
(6)
Includes: (a) 1,052 shares of time-based restricted stock and 5,259 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2020 for which he has sole voting power, but no dispositive power; (b) 4,641 shares of time-based restricted stock and 11,601 shares of performance-based restricted stock granted to Mr. O’Reilly in November 2020 for which he has sole voting power, but no dispositive power; (c) 3,176 shares of time-based restricted stock and 7,940 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2021 for which he has sole voting power, but no dispositive power; (d) 8,552 shares of time-based restricted stock granted to Mr. O’Reilly in February 2023 for which he has sole voting power, but no dispositive power; (e) 15,012 shares of performance-based restricted stock granted to Mr. O’Reilly in March 2023 for which he has sole voting power, but no dispositive power; and (f) 16,844 shares of time-based restricted stock and 16,844 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2024 for which he has sole voting power, but no dispositive power.
(7)
Includes: (a) 3,712 shares of time-based restricted stock and 9,280 shares of performance-based restricted stock granted to Mr. Cross in December 2020 for which he has sole voting power, but no dispositive power; (b) 6,842 shares of time-based restricted stock granted to Mr. Cross in February 2023 for which he has sole voting power, but no dispositive power; (c) 12,010 shares of performance-based restricted stock granted to Mr. Cross in March 2023 for which he has sole voting power, but no dispositive power; and (d) 11,717 shares of time-based restricted stock and 11,717 shares of performance-based restricted stock granted to Mr. Cross in February 2024 for which he has sole voting power, but no dispositive power.
(8)
Includes: (a) 120 shares of time-based restricted stock and 598 shares of performance-based restricted stock granted to Mr. Olea in February 2020 for which he has sole voting power, but no dispositive power (b) 318 shares of time-based restricted stock and 794 shares of performance-based restricted stock granted to Mr. Olea in February 2021 for which he has sole voting power, but no dispositive power; (c) 574 shares of time-based restricted stock and 1,688 shares of performance-based restricted stock granted to Mr. Olea in February 2022 for which he has sole voting power, but no dispositive power; (d) 3,611 shares of time-based restricted stock granted to Mr. Olea in February 2023 for which he has sole voting power, but no dispositive power; (e) 6,338 shares of performance-based restricted stock granted to Mr. Olea in March 2023 for which he has sole voting power, but no dispositive power; and (f) 6,184 shares of time-based restricted stock and 6,184 shares of performance-based restricted stock granted to Mr. Olea in February 2024 for which he has sole voting power, but no dispositive power.
(9)
As of the date of Mr. Riley’s separation from the Company based upon the Form 4 filed by Mr. Riley on March 23, 2023.
(10)
Consists of time-based restricted stock granted to Mr. Nikodemus in December 2023 for which he has sole voting power, but no dispositive power.
(11)
Includes 5,445 shares of time-based restricted stock granted to Ms. Smith in August 2023 for which she has sole voting power, but no dispositive power.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 25

Security Ownership of Directors, Executive Officers and Certain Beneficial Holders
FIVE-PERCENT HOLDERS
The following table sets forth information regarding the number and percentage of shares of common stock held by all persons and entities, other than directors and officers of the Company, known by the Company to beneficially own 5% or more of the Company’s outstanding common stock. The information regarding beneficial ownership of common stock by each entity
identified below is included in reliance on a report filed by the entity with the SEC, except that the percentage is based upon the Company’s calculations made in reliance upon the number of shares reported to be beneficially owned by the entity in such report and 50,246,052 shares of common stock outstanding on March 27, 2024.
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
Pershing Square(1)
   787 Eleventh Avenue, 9th Floor
   New York, New York 10019
18,852,064 37.5%
The Vanguard Group(2)
   100 Vanguard Boulevard
   Malvern, Pennsylvania 19355
4,596,084 9.1%
(1)
According to a Schedule 13D/A filed by (i) Pershing Square, (ii) PS Management and (iii) William Ackman (collectively, the “Pershing Reporting Persons”) with the SEC on January 4, 2024. The Pershing Reporting Persons share voting and investment power with respect to these shares.
(2)
According to a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 13, 2024. Vanguard has shared voting power with respect to 16,394 shares of our common stock, sole dispositive power with respect to 4,541,998 shares of our common stock and shared dispositive power with respect to 54,086 shares of our common stock.
 
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Section 16(a) Beneficial Ownership Reporting
Compliance
Compliance with Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership with the SEC. These reporting persons are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company, the Company believes that during the fiscal year ended 2023, all Section 16(a) filing requirements applicable to its directors, executive officers and greater than 10% stockholders were in compliance with Section 16(a), except for: (i) two
Form 4s covering one transaction each filed late by Zachary Winick (Co-President, New York Region), (ii) six Form 4s covering one transaction filed late by each of Greg Fitchitt (Former President, Columbia), Andrew Schwartz (Co-President, New York Region), Kevin Orrock (President, Summerlin), Jay L. Cross (President), Kristi Smith (President, Columbia) and Frank Stephan (President, Nevada); and (iii) one Form 4 covering two transactions filed late by Pershing Square Capital Management, L.P. with respect to the Company (as a corrective filing for a filing made in a timely manner but erroneously filed with respect to the Company’s predecessor, Howard Hughes Corp., following the Company’s reorganization).
Compensation Committee Interlocks and
Insider Participation
Messrs. Ackman, Flatto, and Sellers and Ms. Tighe served on the Compensation Committee in 2023 (Mr. Flatto joined the Compensation Committee in March 2023). None of the members of the Compensation Committee is or has been an officer or an employee of the Company. In addition, during 2023,
none of the Company’s executive officers served on the board of directors or compensation committee (or committee performing equivalent functions) of any other company that had one or more executive officers serving on the Board or the Company’s Compensation Committee.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 27

Related-Party Transactions and Certain
Relationships
RELATED-PARTY TRANSACTIONS POLICY
The Company has adopted a written policy relating to the approval of related-party transactions. Under this policy, the Audit Committee reviews certain financial transactions, arrangements and relationships between the Company and any of the following related parties to determine whether any such transaction, arrangement or relationship is a related-party transaction:

any director, director nominee or executive officer of the Company;

any beneficial owner of more than 5% of the Company’s outstanding stock; and

any immediate family member of any of the foregoing.
Audit Committee review is required for any financial transaction, arrangement or relationship that:

involves or will involve, directly or indirectly, any related party identified above and is in an amount greater than $120,000;

would cast doubt on the independence of a director;

would present the appearance of a conflict of interest between the Company and the related party; or

is otherwise prohibited by law, rule or regulation.
The Audit Committee reviews each such transaction, arrangement or relationship to determine whether a related party has, has had or expects to have a direct or indirect material interest. Following its review, the Audit Committee will take such action as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, cancelling or recommending to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with the Company. Any member of the Audit Committee who is a related party with respect to a transaction under review is not permitted to participate in the discussions or evaluations of the transaction; however, the Audit Committee member will provide all material information concerning the transaction to the Audit Committee. The Audit Committee reports its action with respect to any related-party transaction to the Board.
PERSHING SQUARE AGREEMENTS
Registration Rights Agreement
In November 2010, the Company entered into a registration rights agreement with Pershing Square with respect to Company common stock held by Pershing Square. The agreement with Pershing Square requires the Company to maintain a shelf registration statement covering the shares held by Pershing Square. Additionally, Pershing Square may require the Company to:

register shares of Company common stock held by them having an estimated aggregate fair market value of at least $25.0 million;

undertake up to three underwritten offerings, but no more than one underwritten offering during any 12-month period; and

include shares of Company common stock held by them in any registration statement whenever the Company proposes to register shares of its common stock.
The Company has agreed to pay all expenses, other than underwriting discounts and commissions, in connection with the registration rights agreement, including legal and accounting fees incurred by the Company, printing costs and the fees of one law firm for the selling stockholder. Additionally, the Company has agreed to indemnify these stockholders against certain liabilities, including liabilities under the federal securities laws.
 
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Related-Party Transactions and Certain Relationships
Pershing Square Purchase of Common Stock
On March 27, 2020, the Company offered 2,000,000 shares of common stock to the public at $50.00 per share and granted the underwriters an option to purchase up to an additional 300,000 shares of common stock at the same price. The underwriters partially exercised their option and purchased an additional 270,900 shares. Concurrently, the Company entered into a purchase agreement with Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), acting as investment advisor to funds that it manages, including Pershing Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P. (collectively, the “Pershing Square Funds”), pursuant to which the Pershing Square Funds agreed to purchase, at the same price as the public offering price and at the same time as the closing of the offering, an aggregate of 10,000,000 shares of the Company’s common stock (the “Pershing Square Stock Purchase Agreement”). Prior to execution and in accordance with the Company’s Related-Party Transaction Policy, the Audit Committee reviewed and approved the Pershing Square Stock Purchase Agreement.
In addition, we are a Delaware corporation, and Section 203 of the Delaware General Corporation Law
(“DGCL”) applies to us. In general, Section 203 prevents an interested stockholder from engaging in certain business combinations with us for three years following the date that person becomes an interested stockholder subject to certain exceptions. The statute generally defines interested stockholder as any person that is the owner of 15% or more of the outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of outstanding voting stock at any time within the three-year period immediately before the date of determination.
In connection with the foregoing transactions the Board amended its Company’s Corporate Governance Guidelines to reflect that it would grant a waiver of the applicability of Section 203 of the DGCL to any stockholder acquiring up to 40% of the Company’s outstanding voting stock upon the request of such stockholder, subject to the Board’s fiduciary duties and applicable law.
In connection with the Pershing Square Stock Purchase Agreement, the Board (excluding Mr. Ackman (CEO of Pershing Square) and Allen Model (Pershing Square advisory board member)) unanimously approved the foregoing transactions and a waiver of the applicability of the provisions of Section 203 of the DGCL to the Pershing Square Funds and Mr. Ackman.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 29

Proposal No. 1 – Election of Directors
The Company’s bylaws provide that the number of directors will be determined by the Board from time to time. As of the date of this proxy statement, there are ten members of the Board. Mr. Ackman has decided not to stand for re-election after the end of his current term; if elected, Ben Hakim will fill the vacancy created by the departure of Mr. Ackman.
Each director nominee identified below is an incumbent director whose nomination to serve on the Board was recommended by the Nominating and Corporate Governance Committee and approved by the Board. Each director nominee, if elected, will serve until the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and until such director’s successor is duly elected and qualified or until such director’s earlier death, incapacity, resignation, retirement, disqualification or removal from office. Each of the
director nominees has consented to being named in this proxy statement and to serve as a director if elected.
The primary qualities and characteristics nominees to the Board should possess are strong business expertise and, in particular, experiences and expertise with regard to real estate development and management, capital markets, marketing, technology, financial statements and reporting, risk management, and social and corporate governance. All ten of the nominees possess the majority of these attributes. The specific experiences, qualifications, attributes and skills of each individual leading to his or her nomination are included in the individual discussions below.
A director is elected by a majority of votes cast “for” his or her election at a meeting at which a quorum is present.
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DAVID EUN
Age 57
Independent director since
May 2023
Committees

Risk

Technology (Chair)
Background
David Eun has served as a director since May 2023. Mr. Eun is Co-Chief Executive Officer of Alakai, LLC, an investment firm he co-founded. Mr. Eun has also served as a Venture Partner at Valo Ventures since July 2021. Prior to Alakai, Mr. Eun served as Executive Vice Chairman of Archegos Capital Management LP, from March 2021 to April 2021. Previously, Mr. Eun served as President and Chief Innovation Officer of Samsung Electronics, where he worked from January 2012 to December 2020. Mr. Eun founded Samsung NEXT, an innovation group that led a number of investments and acquisitions. Prior to Samsung, Mr. Eun held various leadership roles at Time Warner, AOL, and Google. Mr. Eun is a graduate of Harvard College and Harvard Law School.
Qualifications
We believe Mr. Eun’s experience in media and technology industries and his familiarity with corporate innovation and operations will provide the Board with valuable insights in key matters.
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ADAM FLATTO
Age 61
Independent director since
November 2010
Committees

Compensation

Nominating and Corporate Governance
Background
Adam Flatto has served as a director since November 2010. Mr. Flatto is the President and Chief Executive Officer of The Georgetown Company, a privately held real estate investment and development company based in New York City. Mr. Flatto has been with The Georgetown Company since 1990 and during that time has been involved with the development, acquisition and ownership of over 20 million square feet of commercial and residential real estate projects
 
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Proposal No. 1 – Election of Directors
throughout the United States. These have included a wide array of projects ranging from large-scale office buildings, movie theaters, hotels, apartment buildings, mixed-use master planned communities and others. Mr. Flatto is also a Principal of RocaPoint Partners, a privately held real estate investment and development firm based in Atlanta, Georgia. Mr. Flatto is a trustee and board member of several civic and cultural institutions. He is Co-Chairman of the Park Avenue Armory and Co-Chairman of the Robin Hood Housing Advisory Board. He is also a member of the Board of the Center for Global Emerging Risks at the RAND Corporation, a trustee of the Wexner Center for the Arts, and of Works & Process based at the Guggenheim Museum in NYC. Mr. Flatto received his BA magna cum laude from Brown University with honors in Economics and received his MBA from the Wharton School (University of Pennsylvania).
Qualifications
Mr. Flatto’s extensive real estate development and management experience provides the Board with key insight into operations and strategic planning matters.
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BEN HAKIM
Age 48
New independent director nominee
Committees

None
Background
Ben Hakim is a new nominee for election to the Board. Mr. Hakim has been a Partner at Pershing Square Capital Management, L.P., an SEC registered investment adviser, since September 2012. He is also President of Pershing Square SPARC Holdings, Ltd., a special purpose acquisition rights company, and previously served as President of Pershing Square Tontine Holdings, Ltd., a special purpose acquisition company. Mr. Hakim was previously a Senior Managing Director at The Blackstone Group, where he worked in the Mergers & Acquisitions group for 13 years. Mr. Hakim received his Bachelor of Science from Cornell University.
Qualifications
Mr. Hakim’s extensive real estate investment and advisory experience, his capital markets experience, and his management experience provide him with valuable insights and perspectives that can assist the Company and the Board.
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BETH KAPLAN
Age 66
Independent director since
December 2017
Committees

Audit

Nominating and Corporate Governance (Chair)

Risk
Background
Beth Kaplan has served as a member of the Board since December 2017. She is the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies and is also a venture partner at Revolution Ventures. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway, Inc. from 2013 to 2015 and continues to serve on its board of directors. Previously, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”) from 2008 to 2011, where she played an integral role in GNC’s 2011 initial public offering. Prior to GNC, Ms. Kaplan served as Executive Vice President and General Manager at Bath & Body Works, LLC from 2002 to 2005, Executive Vice President of Marketing and Merchandising at Rite Aid Corporation from 1996 to 1999, and President and General Manager of the U.S. Cosmetics and Fragrance division at The Procter & Gamble Company. Ms. Kaplan served as a director of Meredith Corporation, a publicly traded media conglomerate, from January 2017 until December 2021; and served as a director of Empower, Ltd, a publicly traded special purpose acquisition company from October 2020 until July 2021. Ms. Kaplan has served as a member of the board of directors of (i) Rent the Runway, Inc., a publicly traded apparel company, since October 2021 and serves as Chair of its Compensation Committee and is a member of its Audit Committee; (ii) Crocs, Inc., a publicly traded global footwear company, since January 2020 and is the Chair of its ESG Committee and is a member of its Compensation Committee and Governance and Nominating Committee; and (iii) Brilliant Earth Group, Inc., a publicly traded jewelry company, since September 2021 and serves as Chair of its Compensation Committee and is a member of its Nominating and Governance Committee.
Qualifications
Ms. Kaplan’s valuable industry experience leading top female brands enables her to provide the Board with key insight into operational, marketing and digital matters.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 31

Proposal No. 1 – Election of Directors
Other current public company boards

Crocs, Inc.

Brilliant Earth Group, Inc.

Rent the Runway, Inc.
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ALLEN MODEL
Age 78
Independent director since
November 2010
Committees

Audit

Risk (Chair)
Background
Allen Model has served as a director since November 2010. Mr. Model is the Co-Founder of Overseas Strategic Consulting, Ltd. (“OSC”) and served as Treasurer and Managing Director of OSC from 1992 until his retirement from those positions in November 2010, at which time he continued to hold a passive interest in OSC and the title of “Founder Emeritus.” In the spring of 2017, he resumed an active role as Treasurer and Vice Chairman of OSC. OSC is an international consulting firm that provides public information services to clients worldwide, including the United States Agency for International Development, The World Bank, The Asian Development Bank and host governments. Since 1988, Mr. Model has also been a private investor for Model Entities, which manages personal and family portfolios. Mr. Model currently serves as a director of Q’ligent, a private company that provides software management tools for broadcasting companies. Mr. Model served as a director from October 2010 to April 2017 for NetBoss Technologies, Inc., a company that provides software management tools for telecommunications companies; and served as a director of Anchor Health Properties, a real estate partnership that develops medically related properties, from 1990 until 2015, and Sinewave Energy Technologies, Inc., a company that produced energy saving devices in lighting space, from 1994 until 2011. Mr. Model served as a director of three publicly traded companies: Blue Ridge Real Estate Company, a land development company, from 1975 to 2002; Big Boulder Corp., a land development company linked to Blue Ridge, from 1975 to 2002; and MetroWest Bank, from 1990 to 2001, in each case serving on (among others) the Audit Committee.
Qualifications
Mr. Model’s consulting and investment experience as well as his service on boards of directors of both public
and private companies provide him with knowledge in corporate strategy and investment expertise that will benefit the Board.
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DAVID O’REILLY
Age 49
Director since December 2020
Committees

None
Background
David O’Reilly, our Chief Executive Officer,has served as a director since December 2020. He served as the Company’s Chief Financial Officer from October 2016 to April 2021 and President from June 2020 to November 2020. Mr. O’Reilly was appointed Interim Chief Executive Officer in September 2020 and was officially promoted to Chief Executive Officer in December 2020. As Chief Executive Officer, he is responsible for managing our business operations and overseeing the senior members of our management team. Prior to joining the Company, Mr. O’Reilly served as Executive Vice President, Chief Investment Officer of Parkway Properties, Inc., a NYSE-traded real estate investment trust focused on office properties, from November 2011 through October 2014, and was appointed interim Chief Financial Officer in May 2012 until he was appointed Chief Financial Officer in August 2012. Previously, Mr. O’Reilly served as Executive Vice President of Banyan Street Capital and as Director of Capital Markets for Eola Capital LLC. He served in the investment banking industry as Senior Vice President of Barclays Capital Inc. and in a similar capacity for Lehman Brothers. During his career, Mr. O’Reilly has been involved in a broad range of financial advisory and merger and acquisition activities, including leveraged buyouts, initial public offerings and various transactions involving commercial mortgage-backed securities. Mr. O’Reilly also has served as an independent trustee on the board of Kite Realty Group Trust, a publicly traded REIT, since 2013, and is a member of its Audit Committee and Compensation Committee.
Qualifications
Mr. O’Reilly’s extensive financial and strategic experience in the real estate industry, as well as his executive leadership experience, make him particularly suited to provide guidance to the Board and serve as a bridge between the Board and our executive officers.
Other current public company boards

Kite Realty Group Trust
 
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Proposal No. 1 – Election of Directors
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R. SCOT SELLERS
Age 67
Presiding Director and
independent director
since November 2010
Committees

Compensation (Chair)

Risk
Background
R. Scot Sellers currently serves as our Presiding Director and has served as a director since November 2010 and brings to the Board the expertise of a 40-year career in the real estate industry. From January 1997 until February 2013, Mr. Sellers served as the Chief Executive Officer of Archstone, one of the world’s largest apartment companies. He also served as Archstone’s Chief Investment Officer from 1995 until January 1997. Under his leadership, Archstone moved from being a mid-sized owner of apartments in secondary and tertiary cities to the largest publicly traded owner of urban high-rise apartments in the nation’s premier cities with a market capitalization of more than $22 billion. During his career, Mr. Sellers has been responsible for the development, acquisition, and operation of over $40 billion of apartment communities in over 50 different cities across the United States. In addition, Mr. Sellers served as the chairman of the National Association of Real Estate Investment Trusts from November 2005 until November 2006 and on the International Board of Directors of Habitat for Humanity from June 2013 through November 2020. He currently serves on the board of two privately held companies: The Irvine Company and Milhaus LLC. Mr. Sellers has also served as a member of the board of directors of Inspirato LLC, a publicly traded hospitality company, from February 2022 to May 2023. Mr. Sellers has served as Chairman and a member of the Board of Directors of Maui Land & Pineapple Company, Inc., a real estate company, since March 2023, and is a member of its Compensation Committee.
Qualifications
Mr. Sellers’ extensive experience in the real estate industry, evidenced by the broad growth of Archstone under his leadership and his dedicated board and committee service within the industry, provide him with valuable industry-specific insight, knowledge and expertise, making him particularly suited to provide guidance to the Board.
Other current public company boards

Maui Land & Pineapple Company, Inc.
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STEVEN SHEPSMAN
Age 71
Independent director since
November 2010
Committees

Audit (Chair)

Technology

Risk
Background
Steven Shepsman has served as a director since November 2010. Mr. Shepsman is an Executive Managing Director and Founder of New World Realty Advisors, a real estate investment and advisory firm specializing in real estate restructurings, development, and finance. Mr. Shepsman has been with New World Realty Advisors since 2009. Since May 2018 and through December 2019, Mr. Shepsman served as a director of Spirit MTA REIT, a publicly traded real estate investment trust. Upon its election to convert to a non-traded liquidating trust, Mr. Shepsman became a Liquidating Trustee. Previously, as a principal in a real estate fund, Mr. Shepsman had oversight responsibility for the fund’s due diligence and acquisition of investment platforms, and with subsequent asset acquisitions, financings and dispositions. Mr. Shepsman served as a director of Rouse Properties, Inc. from January 2012 to May 2013. Earlier in his career, Mr. Shepsman was a managing partner of Kenneth Leventhal and Company and of Ernst & Young’s Real Estate Practice. Mr. Shepsman is a trustee of The University of Buffalo Foundation where he chairs its Properties Committee.
Qualifications
Mr. Shepsman’s extensive professional accounting and financial expertise, including in the real estate industry, enable him to provide key contributions to the Board on financial, accounting, corporate governance and strategic matters.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 33

Proposal No. 1 – Election of Directors
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MARY ANN TIGHE
Age 75
Independent director since
October 2011
Committees

Compensation

Nominating and Corporate Governance
Background
Mary Ann Tighe has served as a director since October 2011. Ms. Tighe has been credited with transforming New York’s skyline during her more than 40 years in the real estate industry. Ms. Tighe has been the Chief Executive Officer of CBRE’s New York Tri-State Region since 2002, a region of 3,800 employees, and served as a director of CBRE in 2013. Ms. Tighe’s deals have anchored more than 14.4 million square feet of new construction in the New York region. From January 2010 through December 2012, Ms. Tighe served as Chair of the Real Estate Board of New York, the first woman to hold this position in its 114-year history and the first broker in 30 years. Ms. Tighe began her real estate career as a broker at the Edward S. Gordon Company, ultimately rising to the position of Vice Chairman of Insignia/ESG, where she was regularly recognized as being among the firm’s top producers. Prior to entering the real estate field, Ms. Tighe served as a Vice President of the American Broadcasting Companies, where she launched the A&E cable channel. Ms. Tighe was also formerly the Deputy Chairman of the National Endowment for the Arts, Arts Advisor to Vice President Walter Mondale, and a staff member of the Smithsonian Institution.
Qualifications
Ms. Tighe’s extensive experience with commercial real estate transactions enables her to provide the Board with key insight into real estate matters.
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ANTHONY WILLIAMS
Age 72
Independent director since
February 2021
Committees

Audit

Nominating and Corporate Governance

Technology
Background
Anthony Williams has served as a director since February 2021. Mr. Williams currently serves as the Chief Executive Officer and Executive Director of Federal City Council, a nonprofit organization dedicated to the advancement of civic life in the nation’s capital, a position he has held since April 2012. He also has served as a Senior Advisor with the law firm King & Spalding in its Government Affairs and Public Policy practice group since July 2016. Mr. Williams previously served two terms as the mayor of Washington, D.C. from 1999 to 2007, leading the city’s revitalization, restoring its finances and improving city services. As the independent Chief Financial Officer of the District of Columbia from 1995 to 1998, he worked with local officials, the D.C. Financial Control Board, and the U.S. Congress. He has held various positions in federal, state, and local government, including serving as the first CFO for the U.S. Department of Agriculture, a position to which he was appointed by President Bill Clinton and confirmed by the U.S. Senate. Mr. Williams is a veteran of the U.S. Air Force, a fellow of the National Academy of Public Administration and former President of the National League of Cities, and formerly served as a lecturer and faculty member in Public Management at the Harvard Kennedy School of Government’s Ash Center for Democratic Governance and Innovation.
Qualifications
Mr. Williams’ extensive experience with urban development, government relations and financial oversight enables him to provide the Board with key insight into urban development and the related government relations.
The Board recommends a vote FOR each of the ten director nominees listed above.
 
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Proposal No. 2 – Advisory (Non-Binding) Vote on
Executive Compensation
The Company believes that its compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of its stockholders. This advisory, non-binding, stockholder vote, as required under Section 14A of the Exchange Act and commonly known as “say-on-pay”, gives you, as a stockholder, the opportunity to vote for or against the Company’s executive compensation program.
The vote on this proposal is not intended to address any specific element of compensation. The vote relates to the compensation of the Company’s named executive officers (“NEOs”), as disclosed under the headings “Compensation Discussion and Analysis” and “Executive Compensation” in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. Highlights of our executive compensation program and practices include the following:

a compensation recovery policy designed to prevent misconduct by any executive officers;

no single-trigger change-in-control  arrangements;

minimum three-year vesting period for performance-based equity awards;

a substantial portion of our long-term equity awards contain meaningful performance hurdles to achieve full vesting;

minimum stock ownership guidelines for the Chief Executive Officer, President, Chief Financial Officer and, General Counsel & Secretary;

no excise tax gross-ups in executive employment agreements or incentive plans; and

a general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts and limit orders involving Company securities.
The Board recommends that stockholders vote “FOR” the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby approved.
The Board recommends a vote FOR the resolution approving the executive compensation of our NEOs.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 35

Proposal No. 3 – Ratification of the
Appointment of KPMG LLP
as the Company’s Independent Registered Public Accounting Firm for
Fiscal 2024
The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for fiscal 2024. SEC regulations and the NYSE corporate governance standards require that the Company’s independent registered public accounting firm be engaged, retained and supervised by the Audit Committee. Although approval or ratification by stockholders of such engagement is not required, the Company is seeking the stockholders’
ratification of the Audit Committee’s selection of KPMG because we believe that allowing stockholders to express their view on the matter is good corporate governance. Any failure of the stockholders to ratify the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm would be considered by the Audit Committee in determining whether to engage KPMG.
The Board recommends a vote FOR the ratification of the appointment of KPMG LLP
as the Company’s independent registered public accounting firm for fiscal 2024.
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. As described above, the Audit Committee has selected KPMG as the Company’s independent registered public accounting firm for fiscal 2024.
A representative of KPMG may be present at the Annual Meeting and, if present, will be given the opportunity to make a statement if they so desire and to respond to appropriate questions from stockholders.
 
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Proposal No. 3 – Ratification of the Appointment of KPMG LLP as the
Company’s Independent Registered Public Accounting Firm for Fiscal 2024
INDEPENDENT REGISTERED ACCOUNTING FIRM FEES
The following table presents fees incurred for professional services rendered by the Company’s independent registered public accounting firm for the
fiscal years ended December 31, 2023 and December 31, 2022.
December 31,
2023
2022
Audit Fees(1)(2) $ 2,984,840 $ 2,904,712
Audit-Related Fees(3) $ 384,179 $ 380,000
Tax Fees(4) $ $ 4,326
All Other Fees
Total Fees $ 3,369,019 $ 3,289,038
(1)
Ernst & Young, LLP (“EY”) served as the Company’s independent registered public accounting firm from the Company’s inception through the first quarter of 2022. On May 4, 2022, the Company approved the engagement of KPMG as its new independent registered public accounting firm to act as the principal accountant to audit the Company’s financial statements. 2022 fees include (1) fees and expenses of EY for the first quarter of 2022 and work related to coordination with review by KPMG as successor auditor and (2) fees and expenses of KPMG for the second, third and fourth quarters of 2022.
(2)
Includes fees and expenses primarily for the audit of the Company’s consolidated financial statements included in the Form 10-K, including the audit of the effectiveness of the Company’s internal control over financial reporting, and the reviews of the Company’s consolidated financial statements included in the Forms 10-Q, as well as comfort letters and consents.
(3)
Includes fees for the audits of certain joint ventures and wholly owned subsidiaries of the Company.
(4)
Includes fees for services related to tax compliance, tax advice and tax planning.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee’s policy is to require the pre-approval of all audit and non-audit services provided to the Company by its independent registered public accounting firm (except for items exempt from pre-approval requirements under applicable laws and rules)
to assure that the provision of such services does not impair the firm’s independence. All audit and non-audit services were pre-approved by our Audit Committee in accordance with the pre-approval requirements set forth in its charter.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 37

Audit Committee Report
The Audit Committee is comprised entirely of independent directors (as defined for members of an audit committee in SEC rules and the NYSE listing standards) and assists the Board in a number of duties. These duties include oversight of the following matters: the integrity of the Company’s financial statements; compliance with legal and certain regulatory requirements; the performance of the internal audit function; and the financial reporting process. In addition, the Audit Committee is directly responsible for the appointment, compensation (including negotiation and approval of the audit fee), retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee appointed KPMG LLP (“KPMG”) as its independent registered public accounting firm for fiscal 2024. The Audit Committee operates pursuant to a written charter adopted by the Board and reviewed annually by the Audit Committee. A copy of the charter is available on our website at www.howardhughes.com under the “Investors” tab. The Audit Committee has the resources and authority it deems appropriate to discharge its responsibilities.
The Audit Committee has engaged KPMG to serve as the Company’s independent accounting firm since 2022. In accordance with SEC rules, the lead audit partner on the Company engagement serves no more than five consecutive years in that role. The current lead partner was appointed in 2022. The Audit Committee and management have direct input into the selection of the lead audit partner. The Audit Committee periodically considers whether the annual audit of the Company’s financial statements should be conducted by another firm.
In determining whether to reappoint KPMG as the Company’s independent registered public accounting firm for 2024, subject to stockholder ratification, the Audit Committee took into consideration a number of factors. These factors included:

the length of time the firm has been engaged by the Company;

KPMG’s familiarity with the Company’s operations and industry, accounting policies, financial reporting process, and internal control over financial reporting;

KPMG’s skills, expertise and independence;

the quality of the Audit Committee’s ongoing discussions with KPMG;

a review of external data related to KPMG’s legal risks and proceedings, audit quality and recent public portions of Public Company Accounting Oversight Board (United States) (the “PCAOB”) reports;

an assessment of the professional qualifications of KPMG, the performance of the lead audit partner and the other professionals on the Company account;

the reasonableness of KPMG’s fees for the services provided to the Company;

management’s relationship with KPMG and its assessment of KPMG’s performance; and

the impact of changing auditors, including the significant time requirement that could distract from management’s focus on reporting and internal controls.
Based on this evaluation, the Audit Committee believes that it is in the best interest of the Company and our stockholders to retain KPMG as our independent registered public accounting firm for fiscal 2024.
Each member of the Audit Committee is considered financially literate, as defined by the NYSE, and the Board has determined that Mr. Shepsman has the necessary experience to qualify as an “audit committee financial expert” under SEC rules. As determined by the SEC, a person designated as an audit committee financial expert will not be deemed an “expert” for purposes of the federal securities laws. In addition, this designation does not impose on a person any duties, obligations or liabilities that are greater than those otherwise imposed on the person as a member of the Audit Committee and the Board, and does not affect the duties, obligations or liabilities of the Board.
Management is responsible for the Company’s system of internal control over financial reporting and for preparing its consolidated financial statements. KPMG was responsible for performing independent audits of the Company’s internal control over financial reporting as of December 31, 2023 and its consolidated financial
 
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Audit Committee Report
statements as of December 31, 2023 and for the year then ended, both in accordance with the standards of the PCAOB, and to issue reports thereon. The Audit Committee is responsible for overseeing management’s conduct of the financial reporting process and system of internal control.
The Audit Committee reviewed and discussed with both management and KPMG the results of the independent audits of the Company’s internal control over financial reporting as of December 31, 2023 and its consolidated financial statements as of December 31, 2023 and for the year ended prior to their issuance. During 2023, management advised the Audit Committee that the set of financial statements had been prepared in accordance with accounting principles generally accepted in the United States of America, and reviewed significant accounting and disclosure matters with the Audit Committee. This included discussion with KPMG of matters required to be discussed by Statement on Auditing Standards No. 16, as amended, as adopted by the PCAOB and SEC Regulation S-X Rule 2-07, Communication with Audit Committees, as currently in effect, including the quality of the Company’s
accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
The Audit Committee also discussed with its independent registered public accounting firm matters relating to its independence and received the written disclosures and letter from KPMG required by the applicable requirements of PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence.
Taking all of these reviews and discussions into account, all of the Audit Committee members listed below recommended to the Board that it approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.
Members of the Audit Committee
Steven Shepsman, Chair
Beth Kaplan
Allen Model
Anthony Williams
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 39

Executive Officers
The following table sets forth certain information with respect to the Company’s current executive officers:
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DAVID O’REILLY
CHIEF EXECUTIVE OFFICER
AND DIRECTOR
Age 49
Background
David O’Reilly is the Chief Executive Officer of the Company, responsible for driving the sustainable growth of the company’s assets and unlocking meaningful long-term value across the Company’s portfolio. He served as the Company’s Chief Financial Officer from October 2016 to April 2021 and its President from June 2020 to November 2020. Mr. O’Reilly was appointed Interim Chief Executive Officer in September 2020, was officially promoted to Chief Executive Officer and has served as a director on our Board in December 2020. As Chief Executive Officer, he is responsible for managing our business operations and overseeing the senior members of our management team. Prior to joining the Company, Mr. O’Reilly served as Executive Vice President and Chief Investment Officer of Parkway Properties, Inc., a NYSE-traded real estate investment trust focused on office properties, from November 2011 through October 2014, and was appointed interim Chief Financial Officer in May 2012 until he was appointed Chief Financial Officer in August 2012. Previously, Mr. O’Reilly served as Executive Vice President of Banyan Street Capital and as Director of Capital Markets for Eola Capital LLC. He served in the investment banking industry as Senior Vice President of Barclays Capital Inc. and in a similar capacity for Lehman Brothers. During his career, Mr. O’Reilly has been involved in a broad range of financial advisory and merger and acquisition activities, including leveraged buyouts, initial public offerings and various transactions involving commercial mortgage-backed securities. Mr. O’Reilly currently serves as an independent trustee of Kite Realty Group Trust, a publicly traded REIT, since 2013.
Mr. O’Reilly earned a B.S. in Civil Engineering from Tufts University and his M.B.A. from Columbia University.
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L. JAY CROSS
PRESIDENT
Age 71
Background
L. Jay Cross joined the Company in December 2020 as President and is responsible for overseeing the Company’s acclaimed portfolio of master planned communities and mixed-use developments. With decades of experience in the real estate industry, as well as with professional sports franchises, he has been responsible for executing large-scale, mixed-use projects across North America, catalysts for urban transformation and community development.
Prior to joining the Company, Mr. Cross served as President of Related Hudson Yards, leading the development efforts of Hudson Yards, the 28-acre megaproject on Manhattan’s west side. Previously, as President of the New York Jets, he spearheaded the development of MetLife Stadium, an innovative joint venture between the Jets and the New York Giants to build a dual-team NFL stadium. Mr. Cross served as President of Business Operations for the NBA’s Miami Heat where he led the development of the American Airlines Arena, creating a public-private partnership between the team and Miami Dade County, and driving a pioneering development program that sparked a renaissance of downtown Miami and the birth of a new residential neighborhood. Prior to that, Mr. Cross developed Toronto’s Air Canada Centre –  an innovative dual-sport complex, home to the city’s NBA and NHL franchises – through a complex rezoning of Toronto’s downtown arena site. Mr. Cross has held senior positions with Markborough Properties, and with The Prudential Insurance Company of America’s real estate investment operations. Mr. Cross is also an independent trustee of Choice Properties Real Estate Investment Trust, a publicly traded REIT in Canada.
Mr. Cross earned a Bachelor’s degree in Nuclear Engineering from the University of Toronto and a Master’s degree in Architectural Technology from Columbia University.
 
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Executive Officers
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CARLOS OLEA
CHIEF FINANCIAL OFFICER
Age 45
Carlos Olea is the Chief Financial Officer of the Company. He is responsible for overseeing the Company’s investment, accounting and financial strategy, and working with the executive team to unlock meaningful long-term value across the Company’s portfolio.
Mr. Olea has served in his current role since January 2022. He has been with the Company since 2017 and served as the company’s Chief Accounting Officer from 2019 until 2022, overseeing the financial accounting strategy for the nation’s largest portfolio of MPCs during a time of outstanding growth. Prior to joining the Company, Mr. Olea served as Chief Accounting Officer at Carr Properties, a Washington, D.C.-based owner-operator and developer. Previously, he was a Senior Manager with the Advisory Services practice of Ernst and Young and a Director of Technical Accounting and Financial Reporting with AvalonBay Communities in Arlington, Virginia.
Mr. Olea has a Master’s in Real Estate degree with a concentration in finance from Georgetown University, and a B.S. in Accounting and Finance from ITESM, in Mexico.
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JOE VALANE
GENERAL COUNSEL & SECRETARY
Age 38
Background
Joe Valane joined the Company in March 2024 and serves as General Counsel and Secretary. Mr. Valane is responsible for overseeing all legal matters for the Company. Prior to joining the Company, Mr. Valane was General Counsel of Revantage and Shopcore, two Blackstone portfolio companies. In that role, Mr. Valane oversaw large teams responsible for providing legal support across Blackstone’s U.S. real estate portfolio, including retail, multifamily, office, logistics, and hospitality asset classes. Previously, Mr. Valane was a Partner at Kleinbard LLC, where he advised a diverse portfolio of corporate clients in equity finance and investment structuring, mergers and acquisitions, and general corporate counseling. Prior to that, Mr. Valane served as a corporate associate at Morgan, Lewis, & Bockius LLP, where he focused on mergers and acquisitions and securities (including public and private equity and debt offerings) to a portfolio of clients including Fortune 500 companies, investment banks, and emerging market companies. Mr. Valane brings expertise in navigating complex legal and business challenges, building and managing high-performing teams, and implementing legal technology.
Mr. Valane received his J.D. from New York University School of Law, and his B.A. in International Affairs from George Washington University, where he graduated summa cum laude and was elected Phi Beta Kappa.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 41

Executive Officers
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JIM CARMAN
PRESIDENT, HOUSTON REGION
Age 46
Background
Jim Carman serves as President, Houston Region. Previously, he served as Senior Vice President of MPC Commercial Development. He joined the Company in August 2012 to oversee vertical development on projects located within The Woodlands and Bridgeland, both master planned communities in the Houston area. Mr. Carman was responsible for leading multiple teams in the development of the first phase of Hughes Landing, Houston’s premier mixed-use urban center on Lake Woodlands, taking the 66-acre project from conception to completion within three years.
Prior to joining the Company, Mr. Carman worked on mixed-use developments in Las Vegas, including Tivoli Village at Queensridge as well as projects located within the 70-acre Hughes Center. Previously, Mr. Carman served as Project Manager for the Ritz- Carlton, Grand Cayman, a $500 million resort complex consisting of seven restaurants, 365 keys, 85 luxury condominiums, and a golf course designed by Greg Norman. Before moving overseas to manage the Ritz- Carlton project, he worked with The Haskell Company, a design-build contractor based in Jacksonville, Florida. Mr. Carman was part of the joint-venture team that constructed the Adrienne Arsht Center for the Performing Arts, a $370 million performance complex in the heart of downtown Miami.
Mr. Carman earned a B.S. in Civil Engineering as well as a Master of Engineering in Construction from Texas A&M University.
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DOUG JOHNSTONE
PRESIDENT, HAWAII REGION
Age 41
Background
Doug Johnstone serves as President, Hawaii Region. He is responsible for leading the development and asset management of Ward Village, a 60-acre master planned community in the heart of Honolulu.
Mr. Johnstone joined the Ward Village team in 2012, where he most recently served as Senior Vice President of Development, playing a key leadership role in all aspects of the entitlement, project management, construction, sales, and financing of the mixed-use developments that comprise Ward Village.
Prior to joining the Company, Mr. Johnstone managed the redevelopment efforts in the $3 billion commercial real estate portfolio of Kamehameha Schools-Bishop Estate. Before that, he served as Vice President of the Los Angeles-based boutique firm, Cyburt Hall Partners, focusing on investments and developments with institutional joint venture partners.
Mr. Johnstone earned a B.A. in Economics with Honors from Stanford University. He also serves as a board member for several local nonprofits including Aloha United Way, Outrigger Duke Kahanamoku Foundation, and HomeAid Hawai’i.
 
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Executive Officers
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ANTON NIKODEMUS
CHIEF EXECUTIVE OFFICER, SEAPORT ENTERTAINMENT
Age 60
Background
Anton D. Nikodemus serves as Chief Executive Officer of Seaport Entertainment, where he oversees the Seaport in New York, the Company’s interests in Jean-Georges Restaurants, and the Las Vegas Aviators. Mr. Nikodemus joined the Company in his current role in October 2023.
In his over thirty-year career in the entertainment and hospitality industries, Mr. Nikodemus has led the development and operations of many of the travel industry’s premier destination brands. Prior to joining Seaport Entertainment, he served as President & COO of CityCenter for MGM Resorts International, where he oversaw operations for The Cosmopolitan of Las Vegas, Vdara Hotel & Spa, and ARIA Resort & Casino. He was also responsible for the creation and development of the MGM National Harbor Hotel & Casino in Maryland and the MGM Springfield in Massachusetts. Before joining MGM in 2005, he oversaw the redevelopment and management of the Boca Raton Resort & Club. He previously held management roles at luxury resorts including The Arizona Biltmore Resort & Spa and The Phoenician Resort.
Mr. Nikodemus earned a B.S. in Business Management and Marketing from Arizona State University. He completed the Advanced Finance Program at the Wharton School of the University of Pennsylvania.
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KRISTI SMITH
PRESIDENT, COLUMBIA
Age 42
Background
Kristi Smith serves as President of the Maryland Region for Howard Hughes, leading the growth and success of the 14-million-square-foot, mixed-use development plan for Downtown Columbia, and the Company’s efforts to transform the city’s urban core.
Prior to joining Howard Hughes in 2023, Ms. Smith served as Executive Vice President in charge of Development for JBG SMITH, a publicly traded, multifamily and office real estate investment trust in the Washington, D.C. market. She oversaw the company’s mixed-use multifamily and commercial projects in top submarkets, including the development of Amazon’s HQ2 in Arlington, VA. Previously, she was an Investment Associate with CIM Group and a Development Executive at Clark Realty Capital.
A founding member and co-chair of the JBG SMITH’s Women’s Initiative, Ms. Smith remains dedicated to the advancement of women and overall inclusivity in the workplace. She also serves on the Board of Directors for NAIOP DC | MD.
Ms. Smith holds a B.S. in Commerce from the University of Virginia, and a MBA from Northwestern University’s Kellogg School of Management.
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 43

Executive Officers
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FRANK STEPHAN
PRESIDENT, NEVADA
Age 52
Background
Frank Stephan serves as President, Nevada. Mr. Stephan joined the Company in his current role in March 2023, and he oversees all functions over the Summerlin master planned community in Las Vegas, including planning and development. Mr. Stephan has over 25 years of experience executing complex real estate developments, most recently with The Clarett Group in Los Angeles, California. Mr. Stephan previously served as Project Manager in construction management for Bovis Lend Lease LMB, Inc.
Mr. Stephan earned a Master of Science in Real Estate from New York University and a B.A. in Architecture from Columbia University.
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DAVID STRIPH
PRESIDENT, ASSET MANAGEMENT AND OPERATIONS
Age 65
Background
David Striph is President, Asset Management and Operations for Howard Hughes, responsible for overseeing property management and operations across all regions and asset types. He oversees the establishment of operating strategies designed to maximize NOI and is a member of the company's Capital Allocation Committee. An industry veteran, Mr. Striph has financed and managed several billion dollars’ worth of real estate assets during his career, including mixed-use, retail and high-end residential projects.
Prior to joining the company, Mr. Striph served as Senior Managing Director at Westmount Realty Capital, a Dallas, TX based real estate investor. Mr. Striph was also Managing Director at Fortress Investment Group, Vice President at Fremont Investment & Loan, and President of Amresco Capital Trust. Mr. Striph began his career as a Certified Public Accountant with Ernst and Young.
Mr. Striph graduated from Southern Illinois University with a B.S. in Accounting in 1979.
 
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Executive Officers
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ELENA VERBINSKAYA
CHIEF ACCOUNTING OFFICER
Age 45
Background
Elena Verbinskaya is Chief Accounting Officer for Howard Hughes, responsible for overseeing accounting and financial reporting.
Prior to joining Howard Hughes in 2023, Elena served as Vice President of Financial Reporting and Accounting Integration at IPSCO Tubulars Inc., a North American division of TMK Group. She also held the position of Chief Accounting Officer at TMK Group, one of the world’s leading producers and suppliers of steel pipe for the oil and gas industry. Elena joins Howard Hughes with more than 20 years of accounting experience.
Elena holds a Masters in Accounting, Analysis and Audit from Far Eastern State University. She is also a CPA (Certified Public Accountant, United States of America) and FCCA (Fellow Member of the Association of Chartered Certified Accountants, United Kingdom).
 
Proxy Statement for the 2024 Annual Meeting of Stockholders / 45

Compensation Discussion and Analysis
EXECUTIVE COMPENSATION
This Compensation Discussion and Analysis provides information on our executive compensation program and the amounts shown in the executive compensation tables that follow. In this proxy statement, the Named Executive Officers, or NEOs, include each of the executive officers listed below for fiscal 2023.
Named Executive Officer
Position
David O’Reilly Chief Executive Officer (“CEO”)
L. Jay Cross President
Carlos A. Olea Chief Financial Officer (“CFO”)
Anton Nikodemus CEO, Seaport Entertainment
Kristi Smith President, Columbia Region
Peter Riley
Former Senior Executive Vice President, General Counsel & Secretary*
*
Mr. Riley’s service in that position terminated March 31, 2023, and his employment with the Company was terminated without cause effective May 30, 2023.
EXECUTIVE SUMMARY
Our success depends, in large part, on our ability to successfully attract, motivate and retain a qualified management team. The executive compensation program designed and implemented by the Compensation Committee is intended to attract, retain and motivate the key people necessary to enable us to maximize operational efficiency and profitability over the long term, while holding employees accountable to the Company’s strategy and values. The Compensation Committee believes that executive compensation should align the interests of our executives and other key employees with those of the Company, including its mission and strategy, and with long-term stockholder value. Our executive compensation program also is designed to differentiate compensation based upon individual contribution, performance, and experience.
In establishing compensation, the Compensation Committee provides our NEOs with a competitive compensation package, using a holistic evaluation of each element of our NEOs’ compensation together with an assessment of each NEO’s ownership position in the Company (inclusive of all types of equity awards). The Compensation Committee sets compensation in this manner to ensure that our compensation practices do not disadvantage the Company in attracting and retaining executives and other key employees, while also managing a competitive compensation expense structure for the Company.
Although the Compensation Committee considers the executive compensation paid by our public company peer group in making compensation decisions, the Compensation Committee also considers the compensation that real estate private equity firms, private real estate development companies and real estate opportunity funds pay their executives. Given the small number of public company peers directly competing with the Company and the nature of the Company’s business, the Compensation Committee believes it is prudent to consider the compensation of both its privately and publicly owned peers when considering and making its compensation decisions.
 
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