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9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380 |
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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 |
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1
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Election to our Board of Directors of the ten director nominees named in the attached Proxy Statement for a one-year term
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2
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An advisory (non-binding) vote to approve executive compensation (Say-on-Pay)
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3
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Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024
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4
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Transaction of such other business as may properly come before our 2024 Annual Meeting of Stockholders
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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.
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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 |
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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 |
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Admission:
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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.”
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Proposal
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Board Recommendation
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Page
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1
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Election of directors
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FOR
each director nominee
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30
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2
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Advisory (non-binding) vote to approve executive compensation
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FOR
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35
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3
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Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2024
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FOR
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36
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Committee Memberships
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Name
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Age
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Director
Since |
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Tenure
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Independent
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Principal Occupation
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Audit
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Compensation
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Nominating
& Corporate Governance |
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Risk
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Technology
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Other Current
Public Company Boards |
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David Eun
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57
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2023
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1
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✓
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Co-CEO, Alakai Group, LLC
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•
None
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Adam
Flatto |
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61
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2010
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13
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✓
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Chief Executive Officer and President of The Georgetown Company
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•
None
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Ben
Hakim |
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48
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**
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0
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✓
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Partner of Pershing Square Capital Management, L.P.
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•
None
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Beth
Kaplan |
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66
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2017
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6
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✓
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Managing Partner of Axcel Partners, LLC
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•
Crocs, Inc.
•
Brilliant Earth
Group Inc.
•
Rent the
Runway, Inc.
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Allen
Model |
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78
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2010
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13
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✓
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Treasurer and Vice Chairman of Overseas Strategic Consulting, Ltd.
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•
None
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David
O’Reilly |
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49
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2020
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3
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✘
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Chief Executive Officer of Howard Hughes Holdings Inc.
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•
Kite Realty
Group Trust
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R. Scot
Sellers |
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67
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2010
(PD) |
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13
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✓
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Former Chief Executive Officer of Archstone
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•
Maui Land &
Pineapple Company, Inc.
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Steven
Shepsman |
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71
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2010
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13
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✓
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Executive Managing Director of New World Realty Advisors
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•
None
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Mary Ann
Tighe |
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75
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2011
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12
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✓
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Chief Executive Officer of CBRE’s New York Tri-State Region
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•
None
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Anthony
Williams |
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72
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2021
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3
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✓
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Chief Executive Officer and Executive Director of the Federal City Council
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•
None
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| Meetings in 2023: 10 | | | | | | | | |
5
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7
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4
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4
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1*
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Average (Years)
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65
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9
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Chair
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Member
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Financial Expert
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(PD)
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Presiding Director (Mr. Sellers is expected to replace Mr. Ackman as Chairman of the Board following the 2024 Annual Meeting of Stockholders).
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✓
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None of our director nominees serve on an excessive number of boards
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✓
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Each committee of the Board has a published charter that is reviewed annually
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✓
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A majority of executive pay is tied to performance-based and long-term equity incentives
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✓
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Each committee of the Board is 100% comprised of independent directors
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✓
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The Board follows Corporate Governance Guidelines
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✓
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The Board and each of its committees meet regularly and frequently without management present
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✓
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Presiding Director
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See “Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” for more information.
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✓
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A compensation recovery policy designed to prevent misconduct by executive officers and requiring recoupment in the event of accounting restatements
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✓
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Non-employee directors and executive officers are subject to stock ownership guidelines
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✓
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No single-trigger change-in-control for severance pay and benefits
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✓
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No excise tax gross-ups in executive employment agreements or incentive plans
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✓
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Minimum three-year vesting period for the performance-based component of long-term equity awards
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✓
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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
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✓
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A substantial portion of our long-term equity awards contains meaningful performance hurdles to achieve full vesting
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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:
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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.
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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
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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
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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
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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
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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
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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.
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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:
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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
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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?
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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?
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Proposal
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Vote Necessary to
Approve Proposal |
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Broker
Discretionary Voting Allowed? |
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Treatment of
Abstentions and Broker Non-Votes |
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Board
Recommendation |
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1
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| | 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
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No
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| | No effect | | |
✓ FOR
each director nominee |
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2
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Advisory (non-binding) vote to approve executive compensation (Say-on-Pay)
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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
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No
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Abstentions have the effect of a vote cast against the matter and broker non-votes have no effect
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✓ FOR
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3
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Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024
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Affirmative vote of a majority of the votes cast
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Yes
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| | No effect | | |
✓ FOR
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Foundation in Sound Governance Practices
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✓
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Regular executive sessions of independent directors
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✓
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Majority voting with resignation policy for directors in uncontested elections
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✓
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Annual Board and committee evaluations, including an independent third-party evaluation once every three years
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✓
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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
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✓
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Directors may contact any employee of our Company directly, and the Board and its committees may engage independent advisors at their sole discretion
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✓
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Stockholders holding at least 15% of our outstanding shares of common stock can call a special meeting of stockholders
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✓
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Annual elections of directors (i.e., no staggered board)
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✓
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Director and executive stock ownership requirements
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✓
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Executive Compensation Recoupment Policy
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| | | |
Real Estate
Development and Management |
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Capital
Markets |
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Marketing
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Operations
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Technology
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| |
Audit, Tax,
Accounting, Financial Statements |
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Financial
Expertise |
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Social and
Corporate Governance |
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David Eun
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| | | | | | | |
✓
|
| |
✓
|
| |
✓
|
| | | | |
✓
|
| |
✓
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Adam Flatto
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| |
✓
|
| |
✓
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| |
✓
|
| |
✓
|
| | | | | | | |
✓
|
| |
✓
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Ben Hakim
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| |
✓
|
| |
✓
|
| | | | | | | | | | |
✓
|
| |
✓
|
| |
✓
|
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|
Beth Kaplan
|
| | | | | | | |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
|
|
Allen Model
|
| |
✓
|
| |
✓
|
| | | | |
✓
|
| | | | |
✓
|
| |
✓
|
| |
✓
|
|
|
David O’Reilly
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
|
|
Scot Sellers
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| | | | | | | |
✓
|
| |
✓
|
|
|
Steve Shepsman
|
| |
✓
|
| |
✓
|
| | | | | | | |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
|
|
Mary Ann Tighe
|
| |
✓
|
| | | | |
✓
|
| |
✓
|
| | | | | | | |
✓
|
| |
✓
|
|
|
Anthony Williams
|
| |
✓
|
| |
✓
|
| | | | |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
| |
✓
|
|
|
|
| |
For information regarding when notice must be received to be considered timely, see “Stockholder Proposals for 2025 Annual Meeting of Stockholders.”
|
|
|
AUDIT
|
| |
Meetings in 2023: 5
|
|
|
All Independent
|
| | Key Responsibilities | |
|
•Steven Shepsman
•
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
•
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
|
|
|
NOMINATING AND CORPORATE GOVERNANCE
|
| |
Meetings in 2023: 4
|
|
|
All Independent
|
| | Key Responsibilities | |
|
•Beth Kaplan
•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
•
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
|
|
|
TECHNOLOGY
|
| |
Meetings in 2023: 1*
|
|
|
All Independent
|
| | Key Responsibilities | |
|
•David Eun
•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 | | |
|
•
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 | |
| | | |
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
|
| | | | $5,000* | | |
|
Name(1)
|
| |
Fees Earned or Paid
in Cash ($)(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 | | |
|
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% | | |
|
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% | | |
| | | |
Proposal No. 1 – Election of Directors
|
| | | |
|
|
| |
DAVID EUN
Age 57
Independent director since
May 2023
Committees
•
Risk
•
Technology (Chair)
|
|
|
|
| |
ADAM FLATTO
Age 61
Independent director since
November 2010
Committees
•
Compensation
•
Nominating and Corporate Governance
|
|
|
|
| |
BEN HAKIM
Age 48
New independent director nominee
Committees
•
None
|
|
|
|
| |
BETH KAPLAN
Age 66
Independent director since
December 2017
Committees
•
Audit
•
Nominating and Corporate Governance (Chair)
•
Risk
|
|
|
|
| |
ALLEN MODEL
Age 78
Independent director since
November 2010
Committees
•
Audit
•
Risk (Chair)
|
|
|
|
| |
DAVID O’REILLY
Age 49
Director since December 2020
Committees
•
None
|
|
|
|
| |
R. SCOT SELLERS
Age 67
Presiding Director and
independent director since November 2010
Committees
•
Compensation (Chair)
•
Risk
|
|
|
|
| |
STEVEN SHEPSMAN
Age 71
Independent director since
November 2010
Committees
•
Audit (Chair)
•
Technology
•
Risk
|
|
|
|
| |
MARY ANN TIGHE
Age 75
Independent director since
October 2011
Committees
•
Compensation
•
Nominating and Corporate Governance
|
|
|
|
| |
ANTHONY WILLIAMS
Age 72
Independent director since
February 2021
Committees
•
Audit
•
Nominating and Corporate Governance
•
Technology
|
|
| |
✓
|
| |
The Board recommends a vote FOR each of the ten director nominees listed above.
|
| |
| | | |
Proposal No. 2 – Advisory (Non-Binding) Vote on
Executive Compensation |
| | | |
| |
✓
|
| |
The Board recommends a vote FOR the resolution approving the executive compensation of our NEOs.
|
| |
| | | |
Proposal No. 3 – Ratification of the
Appointment of KPMG LLP |
| | | |
|
as the Company’s Independent Registered Public Accounting Firm for
Fiscal 2024 |
|
| |
✓
|
| |
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. |
| |
| | | |
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 | | |
| | | |
Audit Committee Report
|
| | | |
|
|
| |
DAVID O’REILLY
CHIEF EXECUTIVE OFFICER
AND DIRECTOR
Age 49
|
|
|
|
| |
L. JAY CROSS
PRESIDENT
Age 71
|
|
|
|
| |
CARLOS OLEA
CHIEF FINANCIAL OFFICER
Age 45
|
|
|
|
| |
JOE VALANE
GENERAL COUNSEL & SECRETARY
Age 38
|
|
|
|
| |
JIM CARMAN
PRESIDENT, HOUSTON REGION
Age 46
|
|
|
|
| |
DOUG JOHNSTONE
PRESIDENT, HAWAII REGION
Age 41
|
|
|
|
| |
ANTON NIKODEMUS
CHIEF EXECUTIVE OFFICER, SEAPORT ENTERTAINMENT
Age 60
|
|
|
|
| |
KRISTI SMITH
PRESIDENT, COLUMBIA
Age 42
|
|
|
|
| |
FRANK STEPHAN
PRESIDENT, NEVADA
Age 52
|
|
|
|
| |
DAVID STRIPH
PRESIDENT, ASSET MANAGEMENT AND OPERATIONS
Age 65
|
|
|
|
| |
ELENA VERBINSKAYA
CHIEF ACCOUNTING OFFICER
Age 45
|
|
|
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*
|
|
|
Compensation Practice
|
| |
Rationale for Practice
|
|
|
•
We generally make annual long-term equity incentive awards, 50% of which are performance-based.
|
| |
•
We tie a significant portion of compensation to long-term performance.
|
|
|
•
Majority of annual compensation for our NEOs is tied to incentive compensation.
|
| |
•
Our NEOs have an annual performance-based incentive compensation opportunity that is reviewed each year to ensure alignment with our compensation objectives.
|
|
|
What We Do
|
| |||
|
✓
|
| |
Align Executive Compensation with Company Performance.
We tie a majority of executive pay to fully at risk, performance-based cash awards and long-term equity awards. |
|
|
✓
|
| |
Apply Multi-Year Vesting to Equity Incentive Awards.
Under our long-term equity incentive program, time-based awards generally vest ratably over three years following the date of grant and performance-based awards generally vest at the end of three years, subject to the satisfaction of performance thresholds.
|
|
|
✓
|
| |
Provide Double-Trigger Severance Benefits.
In the event of a change in control, equity award vesting is provided to our NEOs only in the event of a qualifying termination following the change in control. Equity awards do not vest solely in connection with a change in control.
|
|
|
✓
|
| |
Require Clawbacks.
Our Board previously adopted a policy regarding recovery of incentive awards for fiscal years for which financial results are later restated, which may include reimbursement of any bonuses paid and recovery of profits received during the applicable period under any equity compensation awards. In accordance with applicable stock exchange listing requirements, our Board recently updated and enhanced our policy to further require recoupment of incentive-based compensation received by current or former executive officers in the event that our financial results are later misstated due to material noncompliance with financial reporting requirements, irrespective of any misconduct by, or failure of oversight on the part of, the executive.
|
|
|
✓
|
| |
Impose Stock Ownership Guidelines.
Our Compensation Committee has adopted stock ownership guidelines for our CEO, President, General Counsel & Secretary, and CFO, which require such executive officers to accumulate and hold a meaningful level of stock in the Company.
|
|
|
✓
|
| |
Conduct Annual Risk Review.
Our Compensation Committee conducts an annual review of the Company’s compensation programs to confirm that there are no compensation-related risks that are reasonably likely to have a material adverse effect on the Company.
|
|
|
✓
|
| |
Retain an Independent Compensation Consultant.
Our Compensation Committee retains an independent compensation consultant to advise on our executive compensation programs.
|
|
|
✓
|
| |
Provide Limited Perquisites.
We provide limited perquisites to our NEOs. |
|
|
✓
|
| |
Offer Broad-Based Benefits.
Our NEOs are eligible for the same health and retirement benefits as other full-time employees. |
|
|
✓
|
| |
Use Peer Group Evaluation.
We evaluate our compensation peer groups annually to align with investor expectations and changes in the Company’s business.
|
|
|
✓
|
| |
Conduct an Annual Say-on-Pay Vote.
We conduct an annual say-on-pay vote to better understand investor sentiment toward our executive compensation program.
|
|
|
What We Don’t Do
|
| |||
|
|
| |
No Excise Tax Gross-Ups.
Our executive employment agreements do not provide excise tax gross-up payments to executive officers.
|
|
|
|
| |
No Supplemental Retirement Benefits.
We do not provide supplemental executive officer retirement benefits.
|
|
|
|
| |
No Hedging or Pledging.
We do not permit hedging or pledging of equity by our executive officers.
|
|
|
|
| |
No Repricing.
Our equity plan prohibits repricing or the buyout of underwater stock options without stockholder approval.
|
|
|
|
| |
No Discount Options.
Our equity plan prohibits granting stock options with a grant price less than the fair market value of our common stock on the date of the grant.
|
|
|
We Strive to Attract, Incentivize and Retain Talented Individuals.
|
| | We pay competitively. | |
|
It is imperative that we attract, incentivize and retain individuals in executive positions whose skills, business experience and acumen are critical to the current and long-term success of the Company.
|
| |
We pay competitively to provide a target compensation opportunity that will attract, motivate and retain our talented core of executives who drive our success. The compensation program is designed to give the Company a competitive advantage relative to the compensation provided by peer group companies with which we compete for qualified executive talent. The Compensation Committee also seeks to retain executives through the phases of the cycle of the real estate market by keeping compensation competitive during times of growth as well as contraction, reflecting the long-term nature of successful real estate development businesses.
While peer group companies and competitive survey data provide a beginning reference point and inform decisions on the range of compensation opportunities, it is just one of many factors the Compensation Committee considers in setting pay. For example, the Compensation Committee recognizes that talent competitors for our NEOs include high-paying private real estate development companies and high paying private equity firms and real estate opportunity funds, in addition to our more conventional public company peers.
Also, several of our peers are real estate investment trusts (“REITs”) whose operations directly compare to our operating assets segment only and not to our master planned community segment or strategic development segment. Ultimately, the Compensation Committee retains flexibility to adjust executive compensation based on our objectives of building our Company and creating stockholder value.
|
|
| | | | Retention is a key objective of the compensation program. | |
| | | |
Because the implementation of the Company’s business strategy requires long-term commitments on the part of our NEOs, and because competition for top talent is intense in the Company’s industry, retention of our talented core of executives is a key objective of the compensation program.
|
|
| | | |
In January 2024, the Compensation Committee approved (i) an increase in Mr. O’Reilly’s base salary, from $750,000 to $1,000,000, (ii) an increase in Mr. Olea’s base salary, from $500,000 to $550,000 and (iii) an increase in Ms. Smith’s base salary, from $475,000 to $500,000.
|
|
| We Pay for Performance. | | | We reward attainment of established goals. | |
|
We firmly believe that pay should be tied to performance. Superior performance enhances stockholder value and is a fundamental objective of the Company’s compensation program.
|
| |
The compensation program is designed to reward our NEOs for attaining established goals that require the dedication of their time, effort, skills and business experience to drive the success of the Company and the maximization of stockholder value.
|
|
|
Performance-based annual incentive compensation is a key component of our compensation program.
|
| |||
| | | |
For fiscal 2023, annual performance is rewarded through annual incentive awards and is based on the Company’s operational performance and financial results and the individual NEO’s contribution to those results. NEO performance is judged against specific, predetermined financial and strategic goals established by the Compensation Committee. In addition, approximately 25% of the annual incentive award is based on a subjective performance evaluation.
|
|
|
We Align Pay to Business Objectives and Long-Term Strategy.
|
| |
We grant long-term equity incentive awards under our equity incentive program.
|
|
|
The compensation program is designed to reward and motivate our NEOs’ Company-wide performance and, as described below, individual performance in attaining business objectives and maximizing stockholder value. Compensation decisions are based on the principle that the long-term interests of our NEOs should be aligned with those of our stockholders.
|
| |
We use equity incentive awards as a recruitment and retention incentive and to align the interests of our NEOs with stockholder interests. Performance is a key component of our long-term equity incentive program. Effective January 2024, the Compensation Committee agreed to (i) an increase to Mr. O’Reilly’s Annual LTIP Award (as defined in the O’Reilly Employment Agreement) from $2,250,000 to $4,000,000, (ii) an increase to Mr. Cross’s Annual LTIP Award (as defined in Mr. Cross’s Employment Agreement) from $1,800,000 to $2,300,000, and (iii) an increase to Mr. Olea’s Annual LTIP Award (as defined in the Olea Employment Agreement) from $950,000 to $1,350,000.
Since March 2023, the Compensation Committee has used net asset value growth as the sole metric for the performance-based component of our annual long-term equity awards, which we believe will drive meaningful incentives for executives and stockholder value.
|
|
|
•
Beazer Homes USA, Inc.
|
| |
•
Federal Realty Investment Trust
|
| |
•
Mid-America Apartment Communities, Inc.
|
|
|
•
Camden Property Trust
|
| |
•
Highwoods Properties, Inc.
|
| |
•
Tri Pointe Homes, Inc.
|
|
|
•
Douglas Emmett, Inc.
|
| |
•
Hudson Pacific Properties, Inc.
|
| |
•
Regency Centers Corporation
|
|
|
•
Brixmor Property Group Inc.
|
| |
•
Kilroy Realty Corporation
|
| |
•
Toll Brothers, Inc.
|
|
|
•
Cousins Properties
Incorporated
|
| |
•
Meritage Homes Corporation
|
| |
•
UDR, Inc.
|
|
|
Element
|
| |
Form
|
| |
Objectives and Basis
|
|
|
Base Salary
|
| | Cash | | |
•
Attract and retain highly qualified executives to drive our success
|
|
|
Annual Incentive
|
| | Cash | | |
•
Drive Company and segment results
|
|
|
Compensation
|
| | | | |
•
Actual payout determined by the Compensation Committee based on the achievement of specific financial and operational goals and objectives established by the Compensation Committee during the first quarter of each calendar year
|
|
|
Long-Term Equity
|
| |
Annual Restricted Stock Grants (time-based and performance-based vesting)
|
| |
•
Drive Company performance
|
|
|
Incentive
|
| |
•
Align interests of executives with those of our stockholders
|
| |||
| | | | | | |
•
Retain executives through long-term vesting
|
|
| | | | | | |
•
Provide stockholder-aligned wealth accumulation opportunities
|
|
|
Deferred Compensation
|
| | 401(k)plan, non-qualified deferred compensation plan | | |
•
Provide tax-deferred methods for general savings and retirement
|
|
| | | |
Key Responsibilities
|
| ||||||
|
David O’Reilly
Chief Executive Officer |
| |
Our Chief Executive Officer is responsible for driving the sustainable growth of the Company’s assets and unlocking meaningful long-term value across the Company’s portfolio.
|
| ||||||
| Key 2023 Performance Achievements | | |||||||||
|
•
Led Company through outstanding 2023, delivering record results across the Company’s MPC and Operating Assets segments.
•
Helped lead planning and execution of previously announced spin-off of Seaport Entertainment, which is expected to drive substantial value for stockholders.
•
Helped further develop strong executive and regional leadership teams, including new leadership at Seaport Entertainment and in our Summerlin and Columbia regions.
|
| |||||||||
| Compensation Decisions | | |||||||||
|
Base Salary
|
| | | | $750,000* | | | |||
|
Annual Incentive Compensation
|
| | | | $1,725,000 | | | |||
|
Long-Term Equity Incentives
|
| | | | $2,321,025 | | | |||
| | | |
*
Mr. O’Reilly’s base salary was increased to $1,000,000 effective January 1, 2024.
|
|
| | | |
Key Responsibilities
|
| ||||||
|
L. Jay Cross
President |
| | | |||||||
|
Our President is responsible for overseeing our portfolio of master planned communities and mixed-use developments.
|
| |||||||||
| Key 2023 Performance Achievements | | |||||||||
|
•
Led a number of projects that began construction in 2023, including Riva Row in The Woodlands, Summerlin Whole Foods, and Ulana and The Park in Ward Village.
•
Continued to implement improvements across the entire portfolio and develop a new pipeline of development projects across the entire portfolio despite challenging financial markets.
•
Continued to be integrally involved in a number of key new hires across the Company.
|
| |||||||||
| Compensation Decisions | | |||||||||
|
Base Salary
|
| | | | $750,000 | | | |||
|
Annual Incentive Compensation
|
| | | | $2,242,500 | | | |||
|
Long-Term Equity Incentives
|
| | | | $1,856,755 | | |
| | | |
Key Responsibilities
|
| ||||||
|
Carlos Olea
Chief Financial Officer |
| | | |||||||
|
Our Chief Financial Officer 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.
|
| |||||||||
| Key 2023 Performance Achievements | | |||||||||
|
•
Key involvement in critical Company areas, including capital markets, cash flow, liquidity and other financial matters.
•
Integrally involved with the execution of the Company’s planned spin-off of Seaport Entertainment.
•
Led team that achieved significant improvements to modernize and streamline financial applications and achieve significant improvements and efficiencies in accounting, financial reporting, and control functions.
•
Oversaw capital markets strategy and financing efforts through which the Company closed on $659 million of financings in 2023, including $498 million of construction loans for six new development projects and $161 million of refinancings.
|
| |||||||||
| Compensation Decisions | | |||||||||
|
Base Salary
|
| | | | $500,000* | | | |||
|
Annual Incentive Compensation
|
| | | | $900,000 | | | |||
|
Long-Term Equity Incentives
|
| | | | $979,935 | | | |||
| | | |
*
Mr. Olea’s base salary was increased to $550,000 effective January 1, 2024.
|
|
| | | |
Key Responsibilities
|
| ||||||
|
Anton Nikodemus
Chief Executive Officer Seaport Entertainment |
| | | |||||||
|
Mr. Nikodemus is responsible for overseeing Seaport Entertainment, which consists of (1) the Seaport District, including Pier 17, the Tin Building and 250 Water Street, (2) the Las Vegas Aviators, (3) our 25% interest in Jean-Georges Restaurants, and (4) our 80% interest in the air rights above the Fashion Show Mall (the “Fashion Show Air Rights”).
|
| |||||||||
| Joined December 29, 2023 | | |||||||||
|
•
Successful transition into his new role as CEO of Seaport Entertainment.
•
Helping to lead previously announced plan to spin-off Seaport Entertainment, consisting of the Company’s interests in the Seaport, the Las Vegas Aviators, Jean-Georges Restaurants, and the Fashion Show Air Rights.
|
| |||||||||
| Compensation Decisions* | | |||||||||
|
Base Salary
|
| | | | $1,250,000 | | | |||
|
Annual Incentive Compensation
|
| | | | $1,250,000 | | | |||
|
Long-Term Equity Incentives
|
| | | | $2,400,020 | | | |||
| | | |
*
Mr. Nikodemus joined the Company on December 29, 2023. Pursuant to his employment agreement, Mr. Nikodemus received an additional $1,000,000 cash bonus in February 2024.
|
|
| | | |
Key Responsibilities
|
| ||||||
|
Kristi Smith
President, Columbia Region |
| | | |||||||
|
Our President, Columbia Region is primarily responsible for leading the continued growth and revitalization of Downtown Columbia.
|
| |||||||||
| Joined August 28, 2023. | | |||||||||
|
•
Successful transition into her new role as President, Columbia Region.
•
Leading efforts to implement improvements to Columbia development, approval and leasing processes.
|
| |||||||||
| Compensation Decisions | | |||||||||
|
Base Salary
|
| | | | $475,000* | | | |||
|
Annual Incentive Compensation**
|
| | | | $427,500 | | | |||
|
Long-Term Equity Incentives
|
| | | | $940,248 | | | |||
|
*
Ms. Smith’s base salary was increased to $500,000 effective January 1, 2024.
|
| |||||||||
|
**
Ms. Smith does not participate in the other NEOs’ annual incentive compensation program. For more information, see “2023 Annual Compensation – Annual Incentive Compensation.”
|
|
|
Name
|
| |
Title
|
| |
2022 Base Salary
($) |
| |
2023 Base Salary
($) |
| |
Base Salary
Change |
| ||||||
| David O’Reilly | | | Chief Executive Officer | | | | | 750,000 | | | | | | 750,000 | | | |
No Change
|
|
| L. Jay Cross | | | President | | | | | 750,000 | | | | | | 750,000 | | | |
No Change
|
|
| Carlos A. Olea | | | Chief Financial Officer | | | | | 500,000 | | | | | | 500,000 | | | |
No Change
|
|
| Anton Nikodemus | | | CEO, Seaport Entertainment | | | | | – | | | | | | 1,250,000 | | | |
New in 2023
|
|
| Kristi Smith | | | President, Columbia Region | | | | | – | | | | | | 475,000 | | | |
New in 2023
|
|
| Peter F. Riley | | |
Former General Counsel & Secretary
|
| | | | 577,500 | | | | | | 577,500 | | | |
No Change
|
|
|
Financial Metric
thousands |
| |
Target
|
| |
Actual
|
| |
Percentage
Achieved |
| |||||||||
|
Operating Assets NOI(1)(2)
|
| | | $ | 223,217 | | | | | $ | 233,640 | | | | | | 105% | | |
|
MPC Earnings Before Taxes (MPC EBT)(1)
|
| | | $ | 199,087 | | | | | $ | 341,419 | | | | | | 171% | | |
|
Condominium Profit(1)
|
| | | $ | 14,691 | | | | | $ | 8,416 | | | | | | 57% | | |
|
Financial Metric
|
| |
Target
|
| |
Actual
|
| |
Favorable/
(Unfavorable) |
| |||||||||
| Achieve Budgeted Corporate Cash G&A(1)(2) | | | | $ | 81,527 | | | | | $ | 75,738 | | | | | | 8% | | |
|
Financial Metric
|
| | | | | | | | | |
|
Bring the Tin Building by Jean-Georges NOI to breakeven
by year-end |
| | | | | | | | | |
|
Strategic Goals
|
| |
Actual
|
| |
Percentage
Achieved |
|
| Deliver strategic development on-time and on-budget | | | Delivered two new development projects in 2023, including Tanager Echo at Summerlin and completion of Wingspan in Bridgeland. | | | 100% | |
| Continued improvement of sustainability and social metrics | | | Created carbon reduction target and roadmap that were externally reviewed and verified by a third party; exceeded GRESB goals; received Energy Star labels for 20 of our assets; continued development of diversity recruiting and contracting efforts across our regions. | | | 110% | |
|
Name of Executive Officer
|
| |
Performance-
Based Shares (#) |
| |
Time-
Based Shares (#) |
| |
Total
(#) |
| |||||||||
| David O’Reilly (Annual Grant) | | | | | 15,012 | | | | | | 12,764 | | | | | | 27,776 | | |
| L. Jay Cross (Annual Grant) | | | | | 12,009 | | | | | | 10,211 | | | | | | 22,220 | | |
| Carlos Olea (Annual Grant) | | | | | 6,338 | | | | | | 5,389 | | | | | | 11,727 | | |
| Peter Riley (Annual Grant) | | | | | 5,337 | | | | | | 4,538 | | | | | | 9,875 | | |
| Anton Nikodemus (Initial Grant) | | | | | – | | | | | | 28,045 | | | | | | 28,045 | | |
| Kristi Smith (Initial Grant) | | | | | – | | | | | | 12,101 | | | | | | 12,101 | | |
|
Target Average Annual Adjusted NAV/Share Growth Rate
|
| |
End Date
Adj. NAV/Share |
| |
Vesting %
|
| |||
| 0.00% to 5.99% | | |
$117.99 or below
|
| | | | 0% | | |
| 6.00% to 8.99% | | |
$118.00
|
| | | | 100% | | |
| 9.00% to 11.99% | | |
$127.00
|
| | | | 150% | | |
| 12.00% and above | | |
$136.00
|
| | | | 200% | | |
|
Position
|
| |
Multiple of Base Salary
|
|
|
•
Chief Executive Officer
|
| |
•
5x
|
|
|
•
President
|
| |
•
5x
|
|
|
•
Chief Financial Officer
|
| |
•
3x
|
|
|
•
General Counsel & Secretary
|
| |
•
2x
|
|
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus(1)
($) |
| |
Stock
Awards(2) ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation(3) ($) |
| |
All Other
Compensation(4) ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
David O’Reilly
Chief Executive Officer |
| | | | 2023 | | | | | | 750,000 | | | | | | — | | | | | | 2,321,025 | | | | | | — | | | | | | 1,725,000 | | | | | | 170,971 | | | | | | 4,966,996 | | |
| | | 2022 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,800,000 | | | | | | 15,250 | | | | | | 2,565,250 | | | |||
| | | 2021 | | | | | | 750,000 | | | | | | — | | | | | | 1,286,662 | | | | | | — | | | | | | 1,800,000 | | | | | | 14,500 | | | | | | 3,851,162 | | | |||
|
L. Jay Cross
President |
| | | | 2023 | | | | | | 750,000 | | | | | | — | | | | | | 1,856,755 | | | | | | — | | | | | | 2,242,500 | | | | | | 319,684 | | | | | | 5,168,939 | | |
| | | 2022 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,340,000 | | | | | | 15,250 | | | | | | 3,105,250 | | | |||
| | | 2021 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,340,000 | | | | | | 14,500 | | | | | | 3,104,500 | | | |||
|
Carlos A. Olea
Chief Financial Officer |
| | | | 2023 | | | | | | 500,000 | | | | | | — | | | | | | 979,935 | | | | | | — | | | | | | 900,000 | | | | | | 35,781 | | | | | | 2,415,716 | | |
| | | 2022 | | | | | | 495,019 | | | | | | — | | | | | | 313,309 | | | | | | — | | | | | | 900,000 | | | | | | 15,250 | | | | | | 1,723,578 | | | |||
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Peter Riley
Former General Counsel & Secretary |
| | | | 2023 | | | | | | 447,664 | | | | | | — | | | | | | 825,178 | | | | | | — | | | | | | — | | | | | | 1,854,289 | | | | | | 3,127,130 | | |
| | | 2022 | | | | | | 554,231 | | | | | | — | | | | | | 795,710 | | | | | | — | | | | | | 992,712 | | | | | | 15,250 | | | | | | 2,357,903 | | | |||
| | | 2021 | | | | | | 550,000 | | | | | | — | | | | | | 686,230 | | | | | | — | | | | | | 1,120,000 | | | | | | 14,500 | | | | | | 2,370,730 | | | |||
|
Anton Nikodemus
CEO, Seaport Entertainment |
| | | | 2023 | | | | | | 4,808 | | | | | | — | | | | | | 2,400,020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,404,828 | | |
| | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Kristi Smith
President, Columbia Region |
| | | | 2023 | | | | | | 164,423 | | | | | | 482,500 | | | | | | 940,248 | | | | | | — | | | | | | — | | | | | | 1,423 | | | | | | 1,588,594 | | |
| | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | |
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
| |
All
Other Stock Awards: Number of Shares of Stock or Units (#)(4) |
| |
Grant
Date Fair Value of Stock Awards and Option Awards ($)(5) |
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Type of
Award(1) |
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||
| David O’Reilly | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | AICA | | | | | | — | | | | | | 1,200,000 | | | | | | 1,500,000 | | | | | | 1,800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | PBRS | | | | | | 03/23/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 15,012 | | | | | | 30,024 | | | | | | — | | | | | | 1,196,006 | | |
| | | | | | TBRS | | | | | | 02/02/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,764 | | | | | | 1,125,019 | | |
| L. Jay Cross | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | AICA | | | | | | — | | | | | | 1,560,000 | | | | | | 1,950,000 | | | | | | 2,340,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | PBRS | | | | | | 03/23/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 12,009 | | | | | | 24,018 | | | | | | — | | | | | | 956,757 | | |
| | | | | | TBRS | | | | | | 02/02/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,211 | | | | | | 899,998 | | |
| Carlos A. Olea | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | AICA | | | | | | — | | | | | | 600,000 | | | | | | 750,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | PBRS | | | | | | 03/23/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 6.338 | | | | | | 12,676 | | | | | | — | | | | | | 504,948 | | |
| | | | | | TBRS | | | | | | 02/02/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,389 | | | | | | 474,986 | | |
| Peter F. Riley | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | AICA | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | PBRS | | | | | | 03/23/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 5,337 | | | | | | 10,674 | | | | | | — | | | | | | 425,199 | | |
| | | | | | TBRS | | | | | | 02/02/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,538 | | | | | | 399,979 | | |
| Anton Nikodemus | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | AICA | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | PBRS | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | TBRS | | | | | | 12/29/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,054 | | | | | | 2,240,020 | | |
| Kristi Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | AICA | | | | | | — | | | | | | — | | | | | | 475,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | PBRS | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | TBRS | | | | | | 08/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,101 | | | | | | 940,248 | | |
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested(1) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested** ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested** ($) |
| ||||||||||||||||||||||||
| David O’Reilly | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
03/23/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,012 | | | | | | 1,284,277 | | |
|
02/02/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,764(3) | | | | | | 1,091,960 | | | | | | — | | | | | | — | | |
|
02/08/2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,176(6) | | | | | | 271,707 | | | | | | — | | | | | | — | | |
|
02/08/2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,832 | | | | | | 203,780 | | |
|
11/30/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,641(8) | | | | | | 397,038 | | | | | | – | | | | | | – | | |
|
11/30/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,480 | | | | | | 297,740 | | |
|
11/30/2020
|
| | | | — | | | | | | 17,965(5) | | | | | | 72.73 | | | | | | 11/30/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
02/12/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,052(7) | | | | | | 89,999 | | | | | | — | | | | | | — | | |
|
02/12/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,578 | | | | | | 134,972 | | |
| L. Jay Cross | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
03/23/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,009 | | | | | | 1,027,370 | | |
|
02/02/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,211(3) | | | | | | 873,551 | | | | | | — | | | | | | — | | |
|
12/01/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,712(9) | | | | | | 317,562 | | | | | | — | | | | | | — | | |
|
12/01/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,784 | | | | | | 238,171 | | |
|
12/01/2020
|
| | | | — | | | | | | 14,372(5) | | | | | | 74.76 | | | | | | 12/01/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Carlos A. Olea | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
03/23/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,338 | | | | | | 542,216 | | |
|
02/02/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,389(3) | | | | | | 461,029 | | | | | | — | | | | | | — | | |
|
02/22/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 574(4) | | | | | | 49,106 | | | | | | — | | | | | | — | | |
|
02/22/2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,026 | | | | | | 173,290 | | |
|
02/08/2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 318(6) | | | | | | 27,205 | | | | | | — | | | | | | — | | |
|
02/08/2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 238 | | | | | | 20,378 | | |
|
02/12/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120(7) | | | | | | 10,266 | | | | | | — | | | | | | — | | |
|
02/12/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 179 | | | | | | 15,348 | | |
| Anton Nikodemus | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
12/29/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,054(10) | | | | | | — | | | | | | — | | | | | | 2,400,020 | | |
| Kristi Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
08/28/2023
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,101(11) | | | | | | — | | | | | | — | | | | | | 1,035,241 | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
| David O’Reilly | | | | | – | | | | | | – | | | | | | 6,002 | | | | | | 485,538 | | |
| L. Jay Cross | | | | | – | | | | | | – | | | | | | 1,856 | | | | | | 136,435 | | |
| Carlos Olea | | | | | – | | | | | | – | | | | | | 1,491 | | | | | | 127,649 | | |
| Anton Nikodemus | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Kristi Smith | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Peter Riley | | | | | – | | | | | | – | | | | | | 33,855 | | | | | | 2,564,015 | | |
|
Name
|
| |
Executive
Contributions in Last FY ($) |
| |
Registrant
Contributions in Last FY ($) |
| |
Aggregate
Earnings in Last FY ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($) |
| |||||||||||||||
| David O’Reilly | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| L. Jay Cross | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Carlos Olea | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Anton Nikodemus | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Kristi Smith | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| Peter F. Riley | | | | | – | | | | | | – | | | | | | 101,943 | | | | | | 1,198,072 | | | | | | – | | |
|
Name and Benefit
|
| |
Termination Without
Cause or for Good Reason ($) |
| |
Death or
Disability ($) |
| |
Termination Without
Cause or for Good Reason in connection with Change in Control(7) ($) |
| |||||||||
| David O’Reilly | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | 4,500,000(1) | | | | | | 1,750,000(2) | | | | | | 7,250,000(3) | | |
| Equity Awards | | | | | 5,486,931(4) | | | | | | 5,486,931(4) | | | | | | 5,486,931(4) | | |
| Total estimated value | | | | | 9,986,931 | | | | | | 7,236,931 | | | | | | 12,736,931 | | |
| L. Jay Cross | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | 4,650,000(1) | | | | | | 1,950,000(2) | | | | | | 7,350,000(3) | | |
| Equity Awards | | | | | 3,167,460(4) | | | | | | 2,694,825(5) | | | | | | 3,167,460(4) | | |
| Total estimated value | | | | | 7,817,460 | | | | | | 4,644,825 | | | | | | 10,517,460 | | |
| Carlos Olea | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | 2,200,000(1) | | | | | | 825,000(2) | | | | | | 3,575,000(3) | | |
| Equity Awards | | | | | 1,304,210(4) | | | | | | 1,304,210(4) | | | | | | 1,304,210(4) | | |
| Total estimated value | | | | | 3,504,210 | | | | | | 2,129,210 | | | | | | 3,079,971 | | |
| Anton Nikodemus | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | 5,150,000(1) | | | | | | 1,950,000(2) | | | | | | 8,350,000(3) | | |
| Equity Awards | | | | | 2,400,020(4) | | | | | | –(4) | | | | | | 2,400,020(4) | | |
| Total estimated value | | | | | 7,550,020 | | | | | | 1,950,000 | | | | | | 10,750,020 | | |
| Kristi Smith | | | | | | | | | | | | | | | | | | | |
| Cash Severance(6) | | | | | 115,385 | | | | | | – | | | | | | 115,385 | | |
| Equity Awards | | | | | 1,035,241(4) | | | | | | 1,035,241(4) | | | | | | 1,035,241(4) | | |
| Total estimated value | | | | | 1,150,625 | | | | | | 1,035,241 | | | | | | 1,150,625 | | |
| Fiscal Year | | | Summary Compensation Table Total for PEO 1 (David O’Reilly) ($)(1)(2)(3) | | | Compensation Actually Paid to PEO 1 (David O’Reilly) ($)(1)(3)(4) | | | Summary Compensation Table Total for PEO 2 (Paul Layne) ($)(1)(2)(3) | | | Compensation Actually Paid to PEO 2 (Paul Layne) ($)(1)(3)(4) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(4) | | | Value of an initial $100 Investment based on: | | | Net Income (Loss) (thousand) ($)(7) | | | Segment (thousand) ($)(8) | | |||||||||||||||||||||||||||||||||
| Total Stockholder Return ($)(5) | | | Peer Group Total Stockholder Return ($)(6) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | $ | | | | | $ | | | | | | | | | | | | | | | $ | | | | | $ | | | | | | | | | | | | | | | $ | ( | | | | | $ | ( | | | ||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | |
| Year | | | PEO | | | Non-PEO NEOs | |
| 2023 | | | | | | A. Nikodemus, Kristi L. Smith, Carlos A. Olea, Peter F. Riley, L. Jay Cross | |
| 2022 | | | David O’Reilly | | | L. Jay Cross, Carlos A. Olea, Peter F. Riley, Saul Scherl, Correne Loeffler | |
| 2021 | | | David O’Reilly | | | L. Jay Cross, Peter F. Riley, Saul Scherl, Correne Loeffler | |
| 2020 | | | Paul Layne, David O’Reilly | | | L. Jay Cross, Peter F. Riley, Saul Scherl | |
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | | | Fiscal Year 2023 (For PEO) | | | Fiscal Year 2023 (Average For Non-PEO NEOs) | | ||||||
| Summary Compensation Table Total | | | | $ | | | | | $ | | | ||
| (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | | | | $ | ( | | | | | $ | ( | | |
| Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | | | | $ | | | | | $ | | | ||
| Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | | | | $ | | | | | $ | | | ||
| Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | | | | | $ | | | ||
| Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | $ | | | | | $ | | | ||
| (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | $ | ( | | | | | $ | ( | | |
| Plus:</(Minus)>: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | | | | $ | | | | | | | | ||
| Compensation Actually Paid | | | | $ | | | | | $ | | |
| | | | Fiscal Year 2023 | |
| Restricted Stock Units | | | | |
| Stock Price | | | $ | |
| Performance Share Units | | | | |
| Financial Metric Multiplier | | | | |
| Market Condition Fair Value | | | $ | |
| Volatility | | | | |
| Risk-Free Interest Rate | | | | |
| Stock Options | | | | |
| Expected Term (years) | | | | |
| Strike Price | | | $ | |
| Volatility | | | | |
| Dividend Yield | | | | |
| Risk-Free Interest Rate | | | | |
|
| Financial Performance Measures | |
| | |
| | |
| | |
| | |
| | |
|
thousands
|
| |
Operating
Assets Segment |
| |
MPC
Segment |
| |
Seaport
Segment |
| |
Strategic
Developments Segment |
| |
Total
|
| |||||||||||||||
| Year ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | | | $ | 443,632 | | | | | $ | 448,452 | | | | | $ | 81,971 | | | | | $ | 49,987 | | | | | $ | 1,024,042 | | |
| Total operating expenses | | | | | (210,166) | | | | | | (193,470) | | | | | | (103,466) | | | | | | (80,472) | | | | | | (587,574) | | |
| Segment operating income (loss) | | | | | 233,466 | | | | | | 254,982 | | | | | | (21,495) | | | | | | (30,485) | | | | | | 436,468 | | |
| Depreciation and amortization | | | | | (170,731) | | | | | | (418) | | | | | | (37,791) | | | | | | (3,963) | | | | | | (212,903) | | |
| Interest income (expense), net | | | | | (127,388) | | | | | | 64,291 | | | | | | 3,065 | | | | | | 16,074 | | | | | | (43,958) | | |
| Other income (loss), net | | | | | 1,843 | | | | | | (102) | | | | | | (1,290) | | | | | | 690 | | | | | | 1,141 | | |
| Equity in earnings (losses) from unconsolidated ventures | | | | | 2,969 | | | | | | 22,666 | | | | | | (81,485) | | | | | | 142 | | | | | | (55,708) | | |
| Gain (loss) on sale or disposal of real estate and other assets, net | | | | | 23,926 | | | | | | — | | | | | | — | | | | | | 236 | | | | | | 24,162 | | |
| Gain (loss) on extinguishment of debt | | | | | (96) | | | | | | — | | | | | | (48) | | | | | | — | | | | | | (144) | | |
| Provision for impairment | | | | | — | | | | | | — | | | | | | (672,492) | | | | | | — | | | | | | (672,492) | | |
| Segment EBT | | | | $ | (36,011) | | | | | $ | 341,419 | | | | | $ | (811,536) | | | | | $ | (17,306) | | | | | $ | (523,434) | | |
| Corporate income, expenses and other items | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (28,096) | | |
| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (551,530) | | |
| Net (income) loss attributable to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (243) | | |
| Net income (loss) attributable to common stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (551,773) | | |
|
thousands
|
| |
Operating
Assets Segment |
| |
MPC
Segment |
| |
Seaport
Segment |
| |
Strategic
Developments Segment |
| |
Total
|
| |||||||||||||||
| Year ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | | | $ | 431,834 | | | | | $ | 408,365 | | | | | $ | 88,468 | | | | | $ | 679,763 | | | | | $ | 1,608,430 | | |
| Total operating expenses | | | | | (194,496) | | | | | | (173,905) | | | | | | (104,393) | | | | | | (504,036) | | | | | | (976,830) | | |
| Segment operating income (loss) | | | | | 237,338 | | | | | | 234,460 | | | | | | (15,925) | | | | | | 175,727 | | | | | | 631,600 | | |
| Depreciation and amortization | | | | | (154,626) | | | | | | (394) | | | | | | (36,338) | | | | | | (5,319) | | | | | | (196,677) | | |
| Interest income (expense), net | | | | | (89,959) | | | | | | 50,305 | | | | | | 3,902 | | | | | | 17,073 | | | | | | (18,679) | | |
| Other income (loss), net | | | | | (1,140) | | | | | | 23 | | | | | | 245 | | | | | | 1,799 | | | | | | 927 | | |
| Equity in earnings (losses) from unconsolidated ventures | | | | | 22,263 | | | | | | (1,407) | | | | | | (36,273) | | | | | | 868 | | | | | | (14,549) | | |
| Gain (loss) on sale or disposal of real estate and other assets, net | | | | | 29,588 | | | | | | — | | | | | | — | | | | | | 90 | | | | | | 29,678 | | |
| Gain (loss) on extinguishment of debt | | | | | (2,230) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,230) | | |
| Segment EBT | | | | $ | 41,234 | | | | | $ | 282,987 | | | | | $ | (84,389) | | | | | $ | 190,238 | | | | | $ | 430,070 | | |
| Corporate income, expenses and other items | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (245,434) | | |
| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 184,636 | | |
| Net (income) loss attributable to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (103) | | |
| Net income (loss) attributable to common stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 184,533 | | |
| | | |
Year Ended December 31,
|
| |||||||||
|
thousands
|
| |
2023
|
| |
2022
|
| ||||||
|
Operating Assets segment EBT
|
| | | $ | (36,011) | | | | | $ | 41,234 | | |
| Add back: | | | | | | | | | | | | | |
|
Depreciation and amortization
|
| | | | 170,731 | | | | | | 154,626 | | |
|
Interest (income) expense, net
|
| | | | 127,388 | | | | | | 89,959 | | |
|
Equity in (earnings) losses from real estate and other affiliates
|
| | | | (2,969) | | | | | | (22,263) | | |
|
(Gain) loss on sale or disposal of real estate and other assets, net
|
| | | | (23,926) | | | | | | (29,588) | | |
|
(Gain) loss on extinguishment of debt
|
| | | | 96 | | | | | | 2,230 | | |
|
Impact of straight-line rent
|
| | | | (2,256) | | | | | | (11,241) | | |
|
Other
|
| | | | 587 | | | | | | 827 | | |
|
Operating Assets NOI
|
| | | $ | 233,640 | | | | | $ | 225,784 | | |
| Company’s Share NOI – Equity Investees | | | | | 7,745 | | | | | | 9,061 | | |
| Distributions from Summerlin Hospital Investment | | | | | 3,033 | | | | | | 4,638 | | |
|
Total Operating Assets NOI
|
| | | $ | 244,418 | | | | | $ | 239,483 | | |
| | | |
Year Ended December 31,
|
| |||||||||
|
thousands
|
| |
2023
|
| |
2022
|
| ||||||
| General and Administrative | | | | | | | | | | | | | |
|
General and administrative (G&A)
|
| | | $ | 91,193 | | | | | $ | 81,772 | | |
|
Less: Non-cash stock compensation
|
| | | | (8,473) | | | | | | (5,355) | | |
|
Cash G&A
|
| | | $ | 82,720 | | | | | $ | 76,417 | | |
| | | |
Year Ended
December 31, |
| |||
|
thousands
|
| |
2023
|
| |||
| Condo Gross Profit | | | | | | | |
|
Condominium rights and unit sales
|
| | | $ | 47,707 | | |
|
Adjusted condominium rights and unit cost of sales (a)
|
| | | | (39,291) | | |
|
Condo adjusted gross profit
|
| | | $ | 8,416 | | |
|
thousands
|
| |
Year Ended
December 31, 2023 |
| |||
| General and Administrative | | | | | | | |
|
General and administrative (G&A) – 2023 Form 10-K
|
| | | $ | 91,193 | | |
|
Less: Non-cash stock compensation
|
| | | | (8,473) | | |
|
Cash G&A
|
| | | $ | 82,720 | | |
|
Less: Seaport Entertainment costs
|
| | | | (4,522) | | |
|
Less: Cash severance payments
|
| | | | (2,460) | | |
|
NEO Goals – Corporate Cash G&A
|
| | |
$
|
75,738
|
| |