DEF 14A 1 tm212413-2_def14a.htm DEF 14A tm212413-2_def14a - none - 13.3437856s
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
THE HOWARD HUGHES CORPORATION
(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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:

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9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
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Letter from Our Chairman
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Dear Fellow Stockholders:
You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of The Howard Hughes Corporation. We will hold the meeting at 9:00 a.m. Eastern Time, on Thursday, May 27, 2021. The Annual Meeting will be completely virtual. 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 continued investment in The Howard Hughes Corporation. 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 12, 2021
 

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9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
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Notice of 2021 Annual Meeting of Stockholders
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Thursday,
May 27, 2021
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9:00 a.m., Eastern Time
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Participate
Via The Internet
The Howard Hughes Corporation will hold its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, May 27, 2021 at 9:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HHC2021. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting. The proxy materials were either made available to you over the Internet or mailed to you beginning on or about April 12, 2021.
ITEMS OF BUSINESS
1
Election to our Board of Directors of the 10 director nominees named in the attached Proxy Statement for a one-year term
2
An advisory vote to approve executive compensation (Say-on-Pay)
3
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021
4
Transaction of such other business as may properly come before our 2021 Annual Meeting of Stockholders
RECORD DATE
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The record date for the determination of the stockholders entitled to vote at our 2021 Annual Meeting of Stockholders, or any adjournments or postponements thereof, was the close of business on April 1, 2021.
Your vote is important to us. Please exercise your stockholder right to vote.
By Order of the Board of Directors,
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Peter F. Riley
Senior Executive Vice President,
General Counsel & Secretary
April 12, 2021

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting
to Be Held on May 27, 2021
Our Proxy Statement, 2021 Annual Report to Stockholders and other materials are
available on our website at www.proxyvote.com

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Table of Contents
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1
1
1
2
3
4
5
6
8
8
13
13
14
15
15
15
15
16
16
16
17
17
17
18
18
19
19
19
20
20
20
21
22
22
24
25
25
26
26
26
27
27
27
27
29
34
35
35
36
36
37
39
43
43
43
44
44
46
47
48
51
61
62
62
64
65
65
67
68
71
72
72
73
75
75
75
77
78
78
ANNEX A
ANNEX B

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Proxy Summary
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This summary highlights certain information from our Proxy Statement for the 2021 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting.
2021 ANNUAL MEETING INFORMATION
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Thursday,
May 27, 2021
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9:00 a.m. Eastern Time
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Record Date
April 1, 2021
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Participate Via the Internet
To attend the virtual meeting, visit
www.virtualshareholdermeeting.com/HHC2021
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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 2021 ANNUAL MEETING
Proposal
Board Recommendation
Page
1
Election of directors
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each director nominee
29
2
Advisory vote to approve executive compensation (Say-on-Pay)
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34
3
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021
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35
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 1

Proxy Summary
DIRECTOR NOMINEES
Committee Memberships
Name
Age
Director
Since
Independent
Principal Occupation
Audit
Compensation
Nominating &
Corporate
Governance
Risk
Other Current
Public
Company
Boards
William
Ackman
54
2010
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Chief Executive Officer and Portfolio Manager of Pershing Square Capital Management, L.P.
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None
Adam
Flatto
58
2010
Chief Executive Officer and President of The Georgetown Company
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None
Jeffrey
Furber
62
2010
Chief Executive Officer of AEW Capital Management, L.P. and Chairman of AEW Europe
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Stag Industrial Inc.
Beth
Kaplan
63
2017
Managing Partner of Axcel Partners, LLC
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Crocs, Inc.

Empower Ltd.

Meredith Corporation
Allen
Model
75
2010
Treasurer and Vice Chairman of Overseas Strategic Consulting, Ltd.
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None
David
O’Reilly
47
2021
Chief Executive Officer and interim Chief Financial Officer of The Howard Hughes Corporation

Kite Realty Group Trust
R. Scot
Sellers
64
2010
Former Chief Executive Officer of Archstone
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None
Steven
Shepsman
68
2010
Executive Managing Director of New World Realty Advisors
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None
Mary Ann
Tighe
72
2011
Chief Executive Officer of CBRE’s New York Tri-State Region
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None
Anthony
Williams
69
2021
Chief Executive Officer & Executive Director of the Federal City Council
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None
Meetings in 2021: 12
8
6
4
5
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Chair
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Member
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Financial Expert
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Chairman of the Board
 
2 \The Howard Hughes Corporation investor.howardhughes.com

Proxy Summary
Director Diversity
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See “Proposal No. 1 – Election of Directors” for more information.
 
Proxy Statement for the 2021 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 The Howard Hughes Corporation (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
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See “Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” for more information.
 
4 \The Howard Hughes Corporation investor.howardhughes.com

Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
The Compensation Committee of the Board seeks to align the executive compensation program with the Company’s 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 any executive officers
Non-employee directors and executive officers are subject to stock ownership guidelines
No single-trigger change-in-control for severance pay and benefits
No tax gross-ups in executive employment agreements or incentive plan
Five-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 contain meaningful performance hurdles to achieve full vesting
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 5

Proxy Summary
HHSUSTAINABILITY
Inheriting the visionary legacy of our namesake, we have an unrelenting focus on building for the future – to help people discover new ways of experiencing life. As companies navigate the challenges of an ever-changing world, environmental, social, and governance (“ESG”) strategies have never been more important and will continue to come into increasingly sharper focus as we work to ensure a long-term and sustainable future.
Over the last year, we have faced the unprecedented challenges of the COVID-19 pandemic and the long-standing issues of diversity, equity, and inclusion (DEI) that are reframing societal view. At The Howard Hughes Corporation, we believe that we have no greater asset than the health, safety, mutual trust and respect of our tenants, residents, customers, and team members. Our organization is built on a foundation of strength, vitality, and diversity of our communities.
In 2017, we embarked on a portfolio-wide Sustainability Program to develop formalized policies, programs, metrics and measures to assess and accelerate our ESG performance. By prioritizing our ESG investment strategy, we hope to enhance the quality of living for our
stakeholders, lessen our company’s environmental footprint and decrease operational expenses through a number of sustainability-related initiatives.
HHCares is our company-wide, integrated corporate social responsibility program established to leave a positive footprint beyond our physical environment. Our Company’s success depends upon the vitality of all who live, work, play and thrive in our communities, and beyond. As we build for the future, we remain sharply attuned to our ability, and our responsibility, to positively impact the lives of those within our communities our own organization, and the world at large.
We have memorialized our stewardship and commitment to our ESG strategies and commitments with our third annual Howard Hughes Sustainability Report, posted on our website in October 2020. The report outlines our proactive approach for addressing sustainable development, natural resource conservation, and cultural diversity and inclusion. To learn more about how we track and measure our success in this area, please visit:
https://www.howardhughes.com/hhsustainability.
 
6 \The Howard Hughes Corporation investor.howardhughes.com

Proxy Summary
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Proxy Statement for the 2021 Annual Meeting of Stockholders / 7

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Proxy Statement for Annual Meeting of
Stockholders to Be Held on May 27, 2021
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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 2021 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 12, 2021 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 completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HHC2021. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts.
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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 \The Howard Hughes Corporation investor.howardhughes.com

Proxy Statement for Annual Meeting of Stockholders to Be Held on May 27, 2021
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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 2021 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 April 1, 2021 are entitled to receive notice of, and to vote their shares at, the Annual Meeting. On April 1, 2021, there were 55,244,102 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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At the Annual Meeting
If you are a stockholder of record, you may vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HHC2021. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter 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 26, 2021. 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 26, 2021. 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 2021 Annual Meeting of Stockholders / 9

Proxy Statement for Annual Meeting of Stockholders to Be Held on May 27, 2021
Internet and telephone voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May 26, 2021. 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 The Howard Hughes Corporation, 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 prior to the completion of voting at the Annual Meeting 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 of 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 of 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
 
10 \The Howard Hughes Corporation investor.howardhughes.com

Proxy Statement for Annual Meeting of Stockholders to Be Held on May 27, 2021
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 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.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 11

Proxy Statement for Annual Meeting of Stockholders to Be Held on May 27, 2021
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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
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 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 Ernst & Young LLP as our independent registered public accounting firm for 2021
Affirmative vote of a majority of the votes cast
Yes
No effect
FOR
 
12 \The Howard Hughes Corporation investor.howardhughes.com

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Matters Related to Corporate Governance,
Board Structure, Director Compensation and
Stock Ownership
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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 and Risk 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 and Chief Executive Officer are held by different individuals. The Chairman of the Board, William Ackman, is not a member of Company management.
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.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 13

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

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 and governance risks
AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

financial, legal and compliance risks

technology and cybersecurity 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 encourage imprudent risk taking and 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
 
14 \The Howard Hughes Corporation investor.howardhughes.com

Matters Related to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership
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. Flatto, Mr. Furber,
Ms. Kaplan, Mr. Model, Mr. Sellers, Mr. Shepsman, Ms. Tighe and Mr. Williams, is independent under the NYSE independence standards. Mr. O’Reilly is not independent because he is the Chief Executive Officer and Interim Chief Financial Officer of the Company.
DIRECTOR NOMINATIONS
Qualifications
The Nominating and Corporate Governance Committee 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. 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, 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, retail and entertainment operations, marketing, capital markets, technology, financial reporting, risk management, public policy and government relations, ESG and/or business strategy. Under our Diversity Policy, the Nominating and Corporate Governance Committee also considers 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, diversity and the Board’s anticipated needs with regard to director expertise. With regard to diversity, the Nominating and Corporate Governance Committee is committed to considering candidates for the Board regardless of gender, ethnicity and national origin.
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 the proxy statement 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.
[MISSING IMAGE: ico_magnify.jpg]
For information regarding when notice must be received to be considered timely, see “Stockholder Proposals for 2022 Annual Meeting of Stockholders.”
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 15

Matters Related to Corporate Governance, Board Structure, Director
Compensation and Stock Ownership
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.
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:
The Howard Hughes Corporation
9950 Woodloch Forest Drive
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 www.investor.howardhughes.com/governance. 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 \The Howard Hughes Corporation investor.howardhughes.com

[MISSING IMAGE: ico_annual-left.jpg]
The Board, its Committees and its
Compensation
[MISSING IMAGE: ico_annual-right.jpg]
THE BOARD
Nine of our 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. William Ackman is the Chairman of the Board.
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 12 meetings in 2020. All directors attended 75% or more of the meetings of the Board and of the
committees on which they served during 2020. All the directors virtually attended our 2020 annual meeting of stockholders.
Our individual Board members have varied expertise and bring extensive professional experience both within and outside the real estate industry. This provides our Board with a vast collective skill set that is advantageous to the Board’s oversight of our Company. While the industry-specific expertise possessed by certain of our Board members is essential, we also benefit from the viewpoints of our directors with expertise outside of the real estate industry. These varied perspectives expand the Board’s ability to provide relevant guidance to our leadership team and overall business.
BOARD COMMITTEES
Our Board has four standing committees: Audit, Compensation, Nominating and Corporate Governance and Risk. 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

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 consider the potential effect of any matter on our reputation.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 17

The Board, its Committees and its Compensation
AUDIT
Meetings in 2020: 8
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

Preparation or oversight of financial statements

Compliance

Risk management

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”).
*Mr. Williams was appointed to the Audit Committee effective March 1, 2021.
COMPENSATION
Meetings in 2020: 6
All Independent
Key Responsibilities
R. Scot Sellers  [MISSING IMAGE: ico_c2-k.jpg]

William Ackman

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 with 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
 
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The Board, its Committees and its Compensation
NOMINATING AND CORPORATE GOVERNANCE
Meetings in 2020: 4
All Independent
Key Responsibilities
Jeffrey Furber  [MISSING IMAGE: ico_c2-k.jpg]

Adam Flatto

Allen Model

R. Scot Sellers

Steven Shepsman

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 individuals qualified to be directors

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 governance

Current and prior public company board service
RISK
Meetings in 2020: 5
All Independent
Key Responsibilities
Allen Model  [MISSING IMAGE: ico_c2-k.jpg]

Beth Kaplan

R. Scot Sellers

Steven Shepsman

Assessing and evaluating 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

Overseeing the delegation of risk-related responsibilities to each Board Committee
Key Skills and Experiences Represented

Understanding of how risk is undertaken, mitigated and controlled

Real estate, retail and entertainment operating experience
Commitment of Our Board – 2020
2020 Meetings
Board 12
Audit 8
Compensation 6
Nominating and Corporate Governance 4
Risk 5
Executive Sessions of Independent Directors without Management 6
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 19

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, 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 individual 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
2020 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
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
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 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.
 
20 \The Howard Hughes Corporation investor.howardhughes.com

The Board, its Committees and its Compensation
DIRECTOR COMPENSATION TABLE
The table below sets forth the compensation earned by each of the Company’s non-employee directors during 2020.
Name(1)
Fees Earned or Paid
in Cash
($)(2)
Restricted Stock
Awards(3)
($)
Total
($)
William Ackman(4)
Adam Flatto 80,000 145,000 225,000
Jeffrey Furber 87,500 145,000 232,500
Beth Kaplan 95,000 145,000 240,000
Allen Model 107,500 145,000 252,500
R. Scot Sellers 100,000 145,000 245,000
Steven Shepsman 115,000 145,000 260,000
Mary Ann Tighe 80,000 145,000 225,000
Anthony Williams(5)
(1)
Paul Layne, a former director and former Chief Executive Officer of the Company, and David O’Reilly, a director, Chief Executive Officer and Interim Chief Financial Officer of the Company, are not included in this table because they are/were employees of the Company and received no additional compensation for their service as a director. The compensation earned by Mr. Layne and Mr. O’Reilly as employees of the Company during 2020 is shown below under “Executive Compensation – Summary Compensation Table.”
(2)
Ms. Tighe, Mr. Furber, Mr. Model, Mr. Sellers and Mr. Shepsman 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-management directors. The dollar amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, and exclude the effect of estimated forfeitures. As of December 31, 2020, the number of shares of restricted stock held by each of the non-management directors was as follows: Mr. Flatto (2,875), Mr. Furber (4,363), Ms. Kaplan (2,875), Mr. Model (4,363), Mr. Sellers (4,363), Mr. Shepsman (4,363) and Ms. Tighe (4,363). The numbers in this column do not include annual cash retainers that certain directors elected to take in restricted stock. The grant date fair value of the restricted stock granted to Ms. Tighe, Mr. Furber, Mr. Model, Mr. Sellers and Mr. Shepsman, including restricted stock that was received in lieu of annual cash retainer fees, was $220,000.
(4)
Mr. Ackman waived all compensation relating to his service as a director of the Company and has not been awarded any equity compensation.
(5)
Mr. Williams joined the Board effective February 1, 2021 and therefore did not receive any compensation during 2020.
STOCK OWNERSHIP GUIDELINES
The stock ownership guidelines for non-management directors and officers 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 that 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 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 April 1, 2021, each director is compliant with the stock ownership guidelines.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 21

[MISSING IMAGE: ico_annual-left.jpg]
Security Ownership of Directors, Executive
Officers and Certain Beneficial Holders
[MISSING IMAGE: ico_annual-right.jpg]
The tables below provide information regarding the beneficial ownership of the Company’s common stock as of April 1, 2021, by:

each director 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 55,244,102 shares of common stock outstanding as of April 1, 2021. 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.
DIRECTORS AND EXECUTIVE OFFICERS
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
William Ackman(1) 13,470,008 24.4%
Adam Flatto(2)(3) 23,449 *
Jeffrey Furber(3) 25,746 *
Beth Kaplan(3) 6,457 *
Allen Model(3) 16,337 *
R. Scot Sellers(3) 39,394 *
Steven Shepsman(3)(4) 19,241 *
Mary Ann Tighe(3)(5) 38,052 *
Anthony Williams(3) 408 *
David O’Reilly(6) 67,028 *
L. Jay Cross(7) 18,560 *
Peter Riley(8) 44,160 *
Saul Scherl(9) 55,396 *
Paul Layne(10) 37,371 *
All directors and executive officers as a group (19 persons) 25.2%
*
Less than 1%.
(1)
Mr. Ackman, who is a director of the Company, may be deemed to be the beneficial owner of the 13,470,008 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 except to the extent of his pecuniary interest therein.
 
22 \The Howard Hughes Corporation investor.howardhughes.com

Security Ownership of Directors, Executive Officers and Certain Beneficial
Holders
(2)
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.
(3)
Includes shares of restricted stock for which the following directors have sole voting power, but no dispositive power: Mr. Flatto (2,875), Mr. Furber (4,363), Ms. Kaplan (2,875), Mr. Model (4,363), Mr. Sellers (4,363), Mr. Shepsman (4,363), Ms. Tighe (4,363) and Mr. Williams (408). These shares of restricted stock will vest on May 27, 2021.
(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. Tighes’ husband. By virtue of this relationship, Ms. Tighe may be deemed to be the beneficial owner of such shares.
(6)
Includes: (a) 1,971 shares of time-based restricted stock and 4,927 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2018 for which he has sole voting power, but no dispositive power; (b) 3,126 shares of time-based restricted stock and 5,210 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2019 for which he has sole voting power, but no dispositive power; (c) 4,207 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; (d) 11,601 shares of time-based restricted stock and 11,601 shares of performance-based restricted stock granted to Mr. O’Reilly in December 2020 for which he has sole voting power, but no dispositive power; and (e) 7,939 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.
(7)
Includes 9,280 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.
(8)
Includes: (a) 858 shares of time-based restricted stock and 4,290 shares of performance-based restricted stock granted to Mr. Riley in February 2017 for which he has sole voting power, but no dispositive power; (b) 10,000 shares of time-based restricted stock granted to Mr. Riley in November 2017 in connection with entering into his new employment agreement with the Company of which he has sole voting, but not dispositive power; (c) 1,314 shares of time-based restricted stock and 3,285 shares of performance-based restricted stock granted to Mr. Riley in February 2018 for which he has sole voting power, but no dispositive power; (d) 2,084 shares of time-based restricted stock and 3,473 shares of performance-based restricted stock granted to Mr. Riley in February 2019 for which he has sole voting power, but no dispositive power; (e) 2,550 shares of time-based restricted stock and 3,187 shares of performance-based restricted stock granted to Mr. Riley in February 2020 for which he has sole voting power, but no dispositive power; and (f) 4,235 shares of time-based restricted stock and 4,324 shares of performance-based restricted stock granted to Mr. Riley in February 2021 for which he has sole voting power, but no dispositive power.
(9)
Includes: (a) 429 shares of time-based restricted stock and 2,145 of performance-based restricted stock granted to Mr. Scherl in February 2017 for which he has sole voting power, but not dispositive power; (b) 822 shares of time-based restricted stock and 2,053 shares of performance-based restricted stock granted to Mr. Scherl in February 2018 for which he has sole voting power, but no dispositive power; (c) 4,878 shares of time-based restricted stock and 2,171 shares of performance-based restricted stock granted to Mr. Scherl in February 2019 for which he has sole voting power, but no dispositive power; (d) 1,195 shares of time-based restricted stock and 2,390 performance-based restricted stock granted to Mr. Scherl in February 2020 in connection with his new compensation package of which he has sole voting, but not dispositive power; (e) 25,000 shares of performance-based restricted stock granted to Mr. Scherl in December 2020 in connection with his amended compensation package of which he has sole voting, but not dispositive power; and (f) 3,175 shares of time-based restricted stock and 3,176 shares of performance-based restricted stock granted to Mr. Scherl in February 2021 for which he has sole voting power, but no dispositive power.
(10)
Includes: (a) 1,287 shares of performance-based restricted stock granted to Mr. Layne in February 2017 for which he has sole voting power, but no dispositive power; (b) 1,232 shares of performance-based restricted stock granted to Mr. Layne in February 2018 for which he has sole voting power, but no dispositive power; (c) 1,737 shares of performance-based restricted stock granted to Mr. Layne in February 2019 for which he has sole voting power, but no dispositive power; and (d) 4,581 shares of performance-based restricted stock granted to Mr. Layne in February 2020 for which he has sole voting power, but no dispositive power.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 23

Security Ownership of Directors, Executive Officers and Certain Beneficial
Holders
In October 2016, Mr. O’Reilly purchased a warrant from the Company to acquire 50,125 shares in exchange for a fair market value purchase price of $1.0 million. The purchase price of the warrant and the number of shares issuable upon exercise was determined by the Board based upon the advice of Houlihan Lokey, an independent third-party valuation adviser. The exercise price of the warrant and the shares underlying the warrant is $112.08, which was the closing trading price of the Company’s common stock on the NYSE on October 6, 2016.
The warrant fully vested at the time of purchase. In accordance with Rule 13d-3 of the Exchange Act, the shares of Company common stock underlying the warrant issued to Mr. O’Reilly in 2016 are not included in the table above because the warrant is not exercisable within 60 days of the date of the information provided in the table.
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 the number of shares of common stock outstanding on April 1, 2021.
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
13,470,008 24.4%
The Vanguard Group(2)
   100 Vanguard Boulevard
   Malvern, Pennsylvania 19355
5,919,981 10.7%
Baillee Gifford & Co.(3)
   Calton Square, 1 Greenside Row
   Edinburgh EH1 3AN, Scotland, United Kingdom
3,472,329 6.3%
Principal Global Investors, LLC(4)
   801 Grand Avenue
   Des Moines, lowa 50392
2,780,194 5.0%
(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 11, 2021 and a Form 4 filed by the Pershing Reporting Persons with the SEC on February 8, 2021. The Pershing Reporting Persons share voting and investment power with respect to these shares.
(2)
According to a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 10, 2021. Vanguard has shared voting power with respect to 27,786 shares of our common stock, sole dispositive power with respect to 5,857,721 shares of our common stock and shared dispositive power with respect to 62,260 shares of our common stock.
(3)
According to a Schedule 13G filed by Baillie Gifford & Co with the SEC on January 20, 2021, Baillie Gifford has sole voting power of 3,119,953 shares of our common stock and sole dispositive power with respect to 3,472,329 shares of our common stock.
(4)
According to a Schedule 13G filed by Principal Global Investors, LLC (“Principal”) with the SEC on February 16, 2021. Principal has shared voting power with respect to 2,780,194 shares of our common stock and shared dispositive power with respect to 2,780,194 shares of our common stock.
 
24 \The Howard Hughes Corporation investor.howardhughes.com

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Section 16(a) Beneficial Ownership Reporting
Compliance
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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 2020 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: three Form 4s covering one transaction filed late by Ms. Sarah Vasquez (former Executive Vice President, Management and Operations), and three transactions filed late by and Mr. Paul Layne (former Chief Executive Officer; and three Form 3s filed late by Messrs. Douglas Johnstone (President, Hawaii Region), James Carman (President, Houston Region) and David Striph (Executive Vice President, Investor Relations and Head of Operations).
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Compensation Committee Interlocks and
Insider Participation
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Messrs. Ackman, Sellers and Ms. Tighe served on the Compensation Committee in 2020. None of the members of the Compensation Committee are or have been an officer or an employee of the Company. In addition, during 2020, 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 2021 Annual Meeting of Stockholders / 25

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Related-Party Transactions and Certain
Relationships
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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.
TRANSACTIONS IN CONNECTION WITH THE SPIN-OFF
Pursuant to the plan of reorganization of General Growth Properties, Inc. (“GGP”), GGP entered into agreements with each of certain affiliates of Brookfield Asset Management (“Brookfield”), Fairholme Fund and Fairholme Focused Income Fund (collectively, “Fairholme”) and Pershing Square pursuant to which these entities purchased an aggregate of $250.0 million of Company common stock at the effective time of the spin-off. At the effective time of the spin-off, the Company also entered into (a) warrant agreements, registration rights agreements and stockholders agreements with each of Brookfield, Fairholme and Pershing Square, (b) a registration rights agreement with General Trust Company and (c) a standstill agreement with Pershing Square. The agreements between the Company and Fairholme terminated in 2012 after the Company purchased its outstanding
warrants. The agreements between Brookfield and the Company terminated in 2013 after Brookfield disposed of all of its shares of the Company. The agreement between General Trust Company and the Company terminated in 2015 after General Trust Company disposed of all of its shares of the Company. The stockholder agreement and standstill agreement between Pershing Square and the Company each automatically terminated in 2018 after Pershing Square’s beneficial ownership fell below the minimum thresholds set forth in the agreements. The key terms of the registration rights agreement between Pershing Square and the Company that remains effective are summarized below. See “Security Ownership of Directors, Executive Officers and Certain Beneficial Holders – Five-Percent Holders” for the current
 
26 \The Howard Hughes Corporation investor.howardhughes.com

Related-Party Transactions and Certain Relationships
beneficial ownership of Company common stock held
by Pershing Square.
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.
TRANSACTIONS AFTER THE SPIN-OFF
O’Reilly Warrant
In October 2016, Mr. O’Reilly purchased a warrant from the Company to acquire 50,125 shares in exchange for a fair market value purchase price of $1.0 million. The purchase price of the warrant and the number of shares issuable upon exercise was determined by the Board based upon the advice of Houlihan Lokey, an independent third-party valuation adviser. The exercise price of the warrant is $112.08, which was the closing trading price of the Company’s common stock on the NYSE on October 6, 2016.
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
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 27

Related-Party Transactions and Certain Relationships
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 (except for Mr. Ackman)
unanimously approved a waiver of the applicability of the provisions of Section 203 of the DGCL to the Pershing Square Funds and Mr. Ackman.
 
28 \The Howard Hughes Corporation investor.howardhughes.com

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Proposal No. 1 – Election of Directors
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The Company’s bylaws provide that the number of directors will be determined by the Board from time to time. Currently, the Board consists of ten directors.
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. The director nominees, if elected, will serve until the 2022 annual meeting of stockholders or until their earlier resignation or removal. Each of the director nominees has indicated a willingness 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, retail and entertainment, marketing, technology, financial reporting, risk management, business strategy, public policy and government relations, and ESG. All ten of the nominees possess several 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.
The directors will be elected by the affirmative vote of a majority of votes cast “for” or “against” the election of that nominee.
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WILLIAM A. ACKMAN
Age 54
Chairman and independent director since November 2010
Committees

Compensation
Background
William A. Ackman has served as Chairman of the Board since November 2010. Mr. Ackman is the Founder, Chief Executive Officer and Portfolio Manager of Pershing Square Capital Management, L.P., an SEC registered investment adviser founded in 2003. From June 2009 to March 2010, Mr. Ackman served as a director of General Growth Properties, Inc. Mr. Ackman served as a director of Justice Holdings Limited from April 2011 to June 2012 and as a director of J.C. Penney Company, Inc. from February 2011 to August 2013. Mr. Ackman served as a director of Canadian Pacific Railway Ltd. from May 2012 to September 2016 and as a director of Bausch Health Companies Inc. from 2016 to May 2017. Mr. Ackman is a member of the Investors Advisory Committee on Financial Markets for the Federal Reserve Bank of New York and a member of the Board of Dean’s Advisors of the Harvard Business School.
Qualifications
Mr. Ackman’s management experience, his prior service on boards of directors of public companies and his investments in real estate-related public and private companies give him valuable insight that can be applied to the Company and benefit of the Board.
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ADAM FLATTO
Age 58
Independent director since
November 2010
Committees

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 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.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 29

Proposal No. 1 – Election of Directors
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 trustee of the Wexner Center for the Arts.
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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JEFFREY FURBER
Age 62
Independent director since
November 2010
Committees

Nominating and Corporate Governance (Chair)
Background
Jeffrey Furber has served as a director since November 2010. Mr. Furber is the Chief Executive Officer of AEW Capital Management, L.P. (“AEW”) and Chairman of AEW Europe. Mr. Furber joined AEW in 1997. AEW provides real estate investment management services to investors worldwide. AEW and its affiliates manage $75 billion of real estate assets and securities in North America, Europe and Asia on behalf of many of the world’s leading institutional and private investors. Mr. Furber has oversight responsibility for all of AEW’s operating business units in the United States, Europe and Asia and chairs AEW’s Management Committee. He is also a member of AEW’s Investment Committees and Investment Policy Groups in North America, Europe and Asia. Since April 2011, Mr. Furber has served as a director and a member of the Compensation and Nominating and Corporate Governance Committees of Stag Industrial, Inc., a publicly traded company. Prior to 1997, Mr. Furber served as managing director of Winthrop Financial Associates, a subsidiary of Apollo Advisors, and as president of Winthrop Management.
Qualifications
Mr. Furber has extensive experience overseeing financial investments in the real estate industry and has held leadership roles within his firm and industry groups alike. His investment and management experience enable him to provide the Board with key insight into real estate matters.
Other current public company boards

Stag Industrial
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BETH KAPLAN
Age 63
Independent director since
December 2017
Committees

Audit

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. 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 has served as a member of the board of directors of (i) Meredith Corporation, a publicly traded media conglomerate, since January 2017 and is a member of its Finance/Audit Committee and chair of its Compensation Committee; (ii) Crocs, Inc., a publicly traded global footwear company, since January 2020 and is a member of its Compensation Committee and Governance and Nominating Committee; and (iii) Empower, Ltd, a publicly traded special purpose acquisition company since October 2020.
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.
Other current public company boards

Crocs, Inc.

Empower Ltd.

Meredith Corporation
 
30 \The Howard Hughes Corporation investor.howardhughes.com

Proposal No. 1 – Election of Directors
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ALLEN MODEL
Age 75
Independent director since
November 2010
Committees

Audit

Nominating and Corporate Governance

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 47
Director since December 2020
Committees

None
Background
David O’Reilly has served as a director and the Company’s Chief Executive Officer & Interim Chief Financial Officer since December 2020. He joined the Company in October 2016 as Chief Financial Officer and was appointed to the additional position of President in June 2020 and then Interim Chief Executive Officer in September 2020. As Chief Executive Officer and Interim Chief Financial Officer, he has been responsible for developing and leading the Company’s Transformation Plan, while also managing the Company’s investment and financial strategy. 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.
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 64
Independent director since
November 2010
Committees

Compensation (Chair)

Nominating and Corporate Governance

Risk
Background
R. Scot Sellers 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 becoming 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 three privately held companies, including The Irvine Company, Inspirato LLC and Milhaus LLC.
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.
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STEVEN SHEPSMAN
Age 68
Independent director since
November 2010
Committees

Audit (Chair)

Nominating and Corporate Governance

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 and a member of the Dean’s Advisory Council for its School of Management.
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.
 
32 \The Howard Hughes Corporation investor.howardhughes.com

Proposal No. 1 – Election of Directors
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MARY ANN TIGHE
Age 72
Independent director since
October 2011
Committees

Compensation
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 35 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 2,500 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 the real estate matters.
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Anthony Williams
Age 69
Independent director since
February 2021
Committees

Audit
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, 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.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 33

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Proposal No. 2 – Advisory Vote on Executive
Compensation
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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 as disclosed under the heading “Compensation Discussion and Analysis” of this Proxy Statement. The next advisory vote on executive compensation will occur at the 2022 Annual Meeting of Stockholders.
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 heading “Compensation Discussion and Analysis” and “Executive Compensation” in this Proxy Statement disclosed 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;

five-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 Senior Executive Vice President, General Counsel & Secretary;

no tax gross-ups in executive employment agreements;

a general prohibition against short sales; investing in publicly traded options; hedging; pledging and margin accounts; and limit orders involving Company securities; and

a voluntary deferred compensation plan.
Our board is asking stockholders to approve a non-binding advisory vote on the following resolution:
RESOLVED, that the compensation paid to the company’s NEOs, 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 approval of our executive compensation.
 
34 \The Howard Hughes Corporation investor.howardhughes.com

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Proposal No. 3 – Ratification of the
Appointment of Ernst & Young LLP
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as the Company’s Independent Registered Public Accounting Firm for
Fiscal 2021
The Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for fiscal 2021. 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 EY 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 EY as the Company’s independent registered public accounting firm would be considered by the Audit Committee in determining whether to engage EY.
The Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2021.
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 EY as the Company’s independent registered public accounting firm for fiscal 2021.
A representative of EY is expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions from stockholders.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 35

Proposal No. 3 – Ratification of the Appointment of Ernst & Young LLP as the
Company’s Independent Registered Public Accounting Firm for Fiscal 2021
INDEPENDENT REGISTERED ACCOUNTING FIRM FEES
The following table presents fees incurred for professional services rendered by EY, the Company’s independent registered public accounting firm for the
fiscal years ended December 31, 2020 and December 31, 2019.
December 31,
2020
2019
Audit Fees(1) $ 2,467,852 $ 2,357,500
Audit-Related Fees(2) $ 215,000 $ 170,000
Tax Fees(3) $ 127,898 $ 5,150
All Other Fees
Total Fees $ 2,810,750 $ 2,532,650
(1)
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.
(2)
Includes fees for the audits of certain joint ventures and wholly owned subsidiaries of the Company.
(3)
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.
 
36 \The Howard Hughes Corporation investor.howardhughes.com

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Audit Committee Report
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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 Ernst & Young LLP (“EY”) as its independent registered public accounting firm for fiscal 2021. 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 EY to serve as the Company’s independent accounting firm since 2013. 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 2020. 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 EY as the Company’s independent registered public accounting firm for 2021, 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;

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

EY’s skills, expertise and independence;

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

a review of external data related to EY’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 EY, the performance of the lead audit partner and the other professionals on the Company account;

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

management’s relationship with EY and its assessment of EY’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 EY as our independent registered public accounting firm for fiscal 2021.
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. EY was responsible for performing independent audits of the
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 37

Audit Committee Report
Company’s internal control over financial reporting as of December 31, 2020 and its consolidated financial statements as of December 31, 2020 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 EY the results of the independent audits of the Company’s internal control over financial reporting as of December 31, 2020 and its consolidated financial statements as of December 31, 2020 and for the year ended prior to their issuance. During 2020, 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 EY 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 EY 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, except for Mr. Williams, who did not join the Audit Committee until March 1, 2021, 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, 2020 for filing with the SEC.
Members of the Audit Committee
Steven Shepsman, Chair
Beth Kaplan
Allen Model
Anthony Williams*
*
Joined Audit Committee on March 1, 2021
 
38 \The Howard Hughes Corporation investor.howardhughes.com

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Executive Officers
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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,
CHIEF FINANCIAL OFFICER (INTERIM) AND DIRECTOR
Age 47
Background
David O’Reilly is the Chief Executive Officer and Interim Chief Financial 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 joined the Company in October 2016 as Chief Financial Officer and was appointed to the additional position of President in June 2020 and Interim Chief Executive Officer in September 2020. Effective December 1, 2020, Mr. O’Reilly was officially promoted to Chief Executive Officer and appointed as a director on our Board. As Chief Executive Officer and Interim Chief Financial Officer, he has been responsible for developing and leading the Company’s Transformation Plan, while also managing the Company’s investment and financial strategy. 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 mortage-backed securties. Mr. O’Reilly currently serves as a director of Kite Realty Group Trust.
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 67
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, executing an innovative joint venture between the Jets and the New York Giants to build and privately finance the $1.3 billion 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 $213 million American Airlines Arena – creating a public-private partnership between the team and Miami Dade County, closing on an unprecedented Triple-A $185 million bond offering, 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 – a $265 million innovative dual-sport complex and home to the city’s NBA and NHL franchises – through rezoning Toronto’s downtown arena site. Mr. Cross has held senior positions with Markborough Properties, leading the company’s commercial and industrial portfolio, and with The Prudential Insurance Company of America’s real estate investment operations.
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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PETER RILEY
SENIOR EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
Age 65
Background
Peter Riley serves as Senior Executive Vice President, General Counsel & Secretary and joined the Company in May 2011. Mr. Riley is responsible for overseeing all legal matters for the Company and all operations related to the Aviators, the Company’s minor league baseball team located in Las Vegas. Mr. Riley has over 30 years of experience, working in both the public and private sector. Mr. Riley was a partner at K&L Gates LLP between 2004 and 2011 with a significant focus on the tax aspects of fund formation, joint ventures and the acquisition, disposition, operation and financing of real estate assets. Previously, Mr. Riley led the tax department at Kelly, Hart and Hallman, and was Senior Tax Counsel at Simpson Thacher and Bartlett.
Before earning his law degree, Mr. Riley worked for Amerada Hess Corporation (NYSE: AHC) where he became Chief Financial Officer of its Abu Dhabi subsidiary. Mr. Riley earned a L.L.M. in Taxation from New York University School of Law, a J.D. from Boston College Law School and a B.B.A. in Accounting from the University of Notre Dame.
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SAUL SCHERL
PRESIDENT, NEW YORK TRI-STATE REGION
Age 55
Background
Saul Scherl serves as President, New York Tri-State Region and joined the Company in December 2015. Mr. Scherl is responsible for overseeing the Company’s New York Tri-State Region, which notably includes the Seaport District that is currently undergoing redevelopment.
Mr. Scherl has more than 20 years of retail, residential, hospitality and mixed-use real estate experience. Additionally, he is both a licensed attorney and CPA. Prior to joining The Howard Hughes Corporation, he was a Principal at Blackpoint Partners where he managed the company’s real estate assets as well as mergers and acquisitions. Previously, he served in a similar capacity at Loeb Partners Realty as the Managing Director and with Nomura Asset Capital, where he was responsible for liquidating the company’s multi-billion-dollar real estate portfolio. Earlier in his career, Mr. Scherl was with Piper Rudnick and Shaw Pittman as well as Arthur Young and Company. Throughout his career, he has been involved in a broad range of acquisitions, dispositions, redevelopments and financings for real estate properties across the U.S.
Mr. Scherl earned a B.B.A. in Accounting from Emory University and a J.D. from George Washington University.
 
40 \The Howard Hughes Corporation investor.howardhughes.com

Executive Officers
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KEVIN ORROCK
PRESIDENT, SUMMERLIN
Age 70
Background
Kevin Orrock serves as President, Summerlin. Mr. Orrock’s long-term career with the Company began more than 40 years ago and he helped shape Summerlin from its inception more than 25 years ago. He brings to the Company a deep understanding of the Summerlin community and the development process as well as a keen business and financial acumen that has contributed to Summerlin’s ongoing success as one of Southern Nevada’s premier communities for more than two decades.
Mr. Orrock began his career with the Company when he joined the accounting department at the famed Desert Inn Hotel in Las Vegas in 1974, then owned by Summa Corporation, predecessor to the Company. He held numerous accounting and finance positions before being named Treasurer in 1991. As President of Summerlin, Mr. Orrock oversees all functions of the Summerlin community, which led the nation in home sales for more than a decade during the 1990s and early 2000s.
Mr. Orrock earned a B.A. in Business Administration from Wittenberg University and an M.B.A from the University of Nevada Las Vegas. Active in the community, Mr. Orrock is past chair of the Las Vegas Chamber of Commerce and serves on the executive board of Las Vegas Economic Global Alliance. He is a member of the advisory board of directors for University of Nevada Las Vegas Foundation and the Lee College of Business.
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GREG FITCHITT
PRESIDENT, COLUMBIA
Age 51
Background
Greg Fitchitt serves as President, Columbia and joined the Company in 2013. He leads the development efforts for the 14-million-square-foot, mixed-use plan to transform Downtown Columbia into the Center of Culture and Commerce for central Maryland.
Mr. Fitchitt has over 20 years of real estate experience including development, planning, entitlements, community and government relations, leasing, and design and construction management. Before joining HHC in 2013, Mr. Fitchitt completed nine shopping center redevelopments in Washington State and Southern California. Mr. Fitchitt led the development of Westfield UTC in La Jolla, CA, obtaining entitlements for a $1.0 billion LEED-ND Gold mixed-use revitalization and completing the $180 million first phase in 2012. Together the Westfield projects completed under his direction represented over $500 million in investment.
Mr. Fitchitt earned a M.B.A. from UCLA and a B.A. in Philosophy from Pomona College. Mr. Fitchitt chairs the Downtown Columbia Partnership board, and serves on the Greater Baltimore Committee’s Board of Directors, and the ULI Transit Oriented Development Council for the ULI Baltimore and Washington District Councils. He also previously served for five years on the Howard County Chamber Board of Directors and for ten years on the boards of non-profit affordable housing developers in California.
 
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Executive Officers
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JIM CARMAN
PRESIDENT, HOUSTON REGION
Age 43
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 Master of Engineering in Construction from Texas A&M University.
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DOUG JOHNSTONE
PRESIDENT, HAWAII REGION
Age 38
Background
Doug Johnstone serves as President, Hawai’i Region. He is responsible for leading the development, sales and operations 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 entitlement, project management, construction, sales, and financing, and was responsible for implementing the mixed-use developments that comprise Ward Village.
Prior to joining the Company, Mr. Johnstone managed the redevelopment efforts for a $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 from Standford University. He also serves as a board member for several local nonprofits including the U.S.S. Missouri Memorial Foundation, Outrigger Duke Kahanamoku Foundation, and HomeAidHawai’i.
 
42 \The Howard Hughes Corporation investor.howardhughes.com

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Compensation Discussion and Analysis
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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 2020.
Named Executive Officer
Position
David O’Reilly
Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”)
L. Jay Cross President
Peter Riley Senior Executive Vice President, General Counsel & Secretary
Saul Scherl President, New York Tri-State Region
Paul Layne Former Chief Executive Officer (“Former CEO”)
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 are paying 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 owned peers and publicly owned peers when considering and making its compensation decisions.
In October of 2019, following a review of strategic alternatives by our Board, we announced our intent to execute a “Transformation Plan”, primarily comprised of three pillars: (1) a $45 – $50 million reduction in annual overhead expenses; (2) the sale of approximately $2 billion of non-core assets, resulting in an estimated $600 million of net cash proceeds from sale after debt repayment and transaction costs; and (3) accelerated growth in our core Master Planned Communities (MPCs).
Only a few months later, our business, our industry, the United States and the world was facing an unprecedented crisis as a result of the global COVID-19 pandemic. Even with the challenges caused by the COVID-19 pandemic, we have made significant progress on the execution of our Transformation Plan commitments, including meaningful reductions in overhead and the disposition of several non-core properties. We have continued horizontal development
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 43

Compensation Discussion and Analysis
in our MPCs to keep pace with homebuilder demand given the strong underlying home sales in our communities. Additionally, we have commenced modest investments in pre-development work for the next vertical development opportunities in our core MPCs.
Executive Changes
In September 2020, Mr. Layne, then our Chief Executive Officer, retired from the Company and resigned as a member of our Board. Mr. O’Reilly, then President and Chief Financial Officer, was appointed Interim Chief Executive Officer. Effective December 1, 2020, Mr. O’Reilly was officially promoted to the position of Chief Executive Officer and appointed to serve as a director on our Board, and L. Jay Cross was appointed as the Company’s President. At the same time, Mr. O’Reilly agreed to continue to serve as the Company’s Interim Chief Financial Officer until such time as a successor was found and duly appointed. For further information regarding Mr. Layne’s separation payments and benefits, please refer to the “All Other Compensation” column of the Summary Compensation Table and the discussion under “Employment Agreements and Arrangements with the NEOs – Paul Layne Separation Agreement”.
Financial and Operational Highlights*
Full-Year Company Highlights
Net income attributable to common stockholders decreased to a loss of $26.2 million, or $(0.50) per diluted share, for the year ended December 31, 2020, compared to income of $74.0 million, or $1.71 per diluted share, for the year ended December 31, 2019. As of December 31, 2020, we had $1.0 billion of cash and cash equivalents and available capacity of $185.0 million on the revolver portion of our credit facilities. In 2020, we strengthened our balance sheet and enhanced liquidity through the following:

Completed an equity offering of common stock resulting in the issuance of 12,270,900 shares and receipt of $593.6 million in net proceeds.

Issued $750 million in senior notes due August 2028 and used the net proceeds from the debt issuance, together with cash on hand, for the repayment of existing indebtedness of approximately $807.9 million in order to extend the average maturity date of our indebtedness.

Completed the sale of four non-core assets during the year.

Obtained $400.2 million of new construction financings and $177.0 million in other financings.
Operating Assets

From the start of the second quarter through year end, we collected 96.7% of our office portfolio billings, 97.8% of our multi-family portfolio billings and 83.8% of our other portfolio billings. As a result of the phased reopenings and rent deferrals, collections of our retail portfolio billings increased from 49.7% for the three months ended June 2020, to 72.6% for three months ended December 31, 2020.

Operating Assets NOI, including our share of NOI from equity investments, decreased by 11% to $190.0 million for the year ended December 31, 2020. The decrease in NOI was primarily due to rent deferrals and collection reserves related to our retail properties, declines in occupancy at our recently reopened hospitality properties and cancellation of the Las Vegas Aviators 2020 baseball season, all as a result of the COVID-19 pandemic. These decreases were partially offset by new office and multi-family properties placed in service during 2020 and at the end of 2019.

We continued to see strong demand for our newly completed multi-family assets, which have leased at or above our expectations.
MPC

MPC segment EBT of $209.4 million exceeded pre-COVID expectations for the year ended December 31, 2020.
 
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Compensation Discussion and Analysis

New home sales, a leading indicator of future land sales, increased by 80.2% at The Woodlands Hills, 18.1% at Bridgeland and 8.1% at Summerlin.
Strategic Developments

Despite the impacts of the COVID-19 pandemic, we experienced a strong year of condominium unit sales in Ward Village, evidenced by the 302 condominium units we contracted to sell during 2020. Victoria Place, our newest project that began public pre-sales in December 2019, accounted for 268 of the units contracted during the year and was 76.8% presold as of December 31, 2020.
*
See Annex A, which includes (i) our Segment Operating Results as reported in our Form 10-K for fiscal 2020; and (ii) a reconciliation of Operating Assets EBT to Operating Assets NOI reported in our Form 10-K for fiscal 2020.
 
Proxy Statement for the 2021 Annual Meeting of Stockholders / 45

Compensation Discussion and Analysis
2020 Compensation Highlights
Our 2020 financial performance, along with the individual performance of our NEOs, served as key factors in determining compensation for 2020 and executing on other compensation practice initiatives, including as follows:
Compensation Practice
Rationale for Practice

We granted annual long-term equity incentive awards, 50% of which are performance-based.

Payouts based on interpolation between performance targets for the performance-based equity awards.

Majority of annual compensation for our NEOs is tied to incentive compensation.

We tie a significant portion of compensation to long-term performance.

By using linear interpolation rather than the “step” approach for the performance targets for the performance-based equity awards, we are able to achieve finer calibration between pay and performance. Interpolation mitigates the risk that management will act improperly to either increase payout to the next higher step or avoid falling to a lower step.

Our NEOs have an annual performance-based incentive compensation opportunity that is recalibrated each year to ensure alignment with our compensation objectives.
 
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Compensation Discussion and Analysis
Compensation and Governance Best Practices
The Compensation Committee regularly reviews best practices in governance and executive compensation. The Company’s current best practices and policies include the following:
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 vest ratably over a five-year period following the date of grant and performance-based awards vest at the end of five years, subject to the satisfaction of total stockholder return thresholds.
Provide Double-Trigger Severance Benefits.
In the event of a change of control, equity award vesting is provided to our NEOs only in the event of a qualifying termination following a change of control. Equity awards do not vest solely in connection with a change of control.
Allow Clawbacks.
Our Board has 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.
Impose Stock Ownership Guidelines.
Our Compensation Committee has adopted stock ownership guidelines for our CEO, President, CFO and Senior Executive Vice President, Secretary and General Counsel, 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 periodically 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 of our executive compensation program.
What We Don’t Do
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No Excise Tax Gross-Ups.
We do not make tax gross-up payments to executive officers.
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No Supplemental Retirement Benefits.
We do not provide supplemental executive officer retirement benefits.
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No Hedging or Pledging.
We do not permit hedging or pledging of equity by our executive officers or directors.
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No Repricing.
Our equity plan prohibits repricing or the buyout of underwater stock options without stockholder approval.
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No Discount Options.
Our equity plan prohibits granting stock options with a grant price less than fair market value of our common stock on the date of the grant.
 
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Compensation Discussion and Analysis
Compensation Philosophy and Objectives
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 real talent competitors for our NEOs include high-paying private real estate development companies, 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 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.
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 2020, 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, 25% of the annual incentive award is based on a subjective performance evaluation.
 
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Compensation Discussion and Analysis
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. In fiscal 2020, the Compensation Committee granted awards under our Amended and Restated 2010 Incentive Plan (which was succeeded by our 2020 Equity Incentive Plan upon approval by our shareholders at our 2020 Annual Meeting). Performance is a key component of our long-term equity incentive program.
The Compensation Committee uses absolute cumulative total stockholder return as the sole metric for the performance-based component of our annual long-term equity awards because it believes that the NEOs should receive value in respect of the performance-based awards only if the Company provides our stockholders with meaningful increases in our stock price and not because the Company outperformed its peers.
NEO PERSONAL INVESTMENT IN HOWARD HUGHES
In addition to aligning the interests of our NEOs with stockholder interests through awards under our annual long-term equity incentive program, Mr. O’Reilly is aligned with our stockholders through his substantial personal investment in the Company. Since his appointment as CFO in 2016, Mr. O’Reilly invested $1.0 million in the Company to acquire a warrant to purchase 50,125 shares of our common stock at an exercise price of $112.08 per share. Not only does the per share price of our common stock need to exceed the exercise price for the warrant to have value, the per share price of our common stock needs to exceed approximately $132 for the warrant to have enough value to recoup the $1.0 million that Mr. O’Reilly paid for his warrant. Because Mr. O’Reilly’s warrant is generally not exercisable until April 2022, unless there is an intervening change of control or qualifying termination event prior to such date, the “break-even” price encourages Mr. O’Reilly to create significant and sustainable growth in the value of the Company in excess of the incentive provided by our long-term equity incentive award program.
Messrs. O’Reilly, Cross, Riley and Scherl also have a significant ownership stake in our common stock, as described above under “– Security Ownership of Directors, Executive Officers and Certain Beneficial Holders.” Messrs. O’Reilly, Cross and Riley are also subject to the stock ownership requirements described below under “Other Components of Compensation – Stock Ownership Guidelines” to further encourage the alignment of their interests with our stockholders.
ROLES AND RESPONSIBILITIES
Role of Compensation Committee
The Compensation Committee administers our executive compensation programs. The role of the Compensation Committee is to review and approve the compensation paid to our NEOs and certain other executive officers of the Company, and to review the compensation policies and practices for all of our employees to verify that the policies and practices do not create unreasonable risks for the Company.
In establishing compensation for NEOs, the Compensation Committee considers, among other things, recommendations by our CEO and our compensation consultant, and the compensation of similarly situated executives of peer companies. In addition, the Compensation Committee, with the assistance of management, reviews total compensation paid to certain other executive officers annually, including long-term equity awards.
In 2020, the Compensation Committee reviewed the internal evaluations of the NEOs and certain other executive officers, and market data provided by management and its compensation consultant, Meridian Compensation Partners, LLC (“Meridian”). The Compensation Committee believes that NEO compensation for 2020 reflects appropriate allocation of compensation between salary, annual incentive compensation and equity compensation.
The Compensation Committee reviews and approves corporate goals and objectives relevant to the CEO’s compensation, evaluates his performance in light of those goals and objectives and determines and approves his compensation level based on this evaluation.
 
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Compensation Discussion and Analysis
Role of Executive Officers
Our CEO makes compensation recommendations for the other NEOs to the Compensation Committee. Additionally, management provides financial and compensation data to the Compensation Committee for its review in setting compensation and gives guidance as to how the data impacts performance goals set by the Compensation Committee. This data includes:

our financial performance for the current year compared to the preceding year;

performance evaluations of the NEOs (other than CEO) including experience, prior performance and anticipated future performance;

industry-wide business conditions; and

total compensation provided to the NEOs in previous years.
Role of Compensation Consultant
The scope of Meridian’s work includes the following items in connection with 2020 compensation:

providing the Compensation Committee with relevant market data;

updating the Compensation Committee on related trends and developments; and

providing input on compensation decisions for NEOs as requested by the Compensation Committee.
Meridian is independent and provides no services directly to the Company and no conflicts of interest exist between the Company and Meridian.
RISK ASSESSMENT
The Compensation Committee’s annual review and approval of the Company’s compensation strategy includes a review of compensation-related risk. In this regard, the Compensation Committee annually considers the relationship between the Company’s overall compensation policies and practices for employees, including executive officers, and risk, including whether such policies and practices (a) encourage imprudent risk taking, and (b) would be reasonably likely to have a material adverse effect on the Company. Based on this review in 2020, the Compensation Committee concluded that there are no compensation-related risks that are reasonably likely to have a materially adverse effect on the Company.
MARKET REVIEW AND COMPENSATION PEER GROUP
For 2020 NEO performance, the Compensation Committee compared our executive compensation program with competitive market information regarding salary and incentive awards and programs. The purpose of this analysis is to provide a beginning reference point in evaluating the reasonableness and competitiveness of our executive compensation within the real estate development and operating industry and to ensure that our compensation program is generally comparable to companies of similar size and scope of operations.
Market pay levels are obtained from various sources, including published compensation surveys and information taken from SEC filings of 13 public companies recommended by Meridian and approved by the Compensation Committee. The peer group consists of the same companies reviewed in 2019. The Compensation Committee also considers compensation paid at private real estate and investment companies and larger real estate and hotel companies as additional context but does not benchmark NEO compensation. The following companies comprised the peer group for purposes of reviewing and considering the 2020 compensation decisions approved for our NEOs:
 
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Compensation Discussion and Analysis
Peer Group

Beazer Homes USA, Inc.

Kilroy Realty Corporation

Taubman Center, Inc.

Camden Property Trust

Meritage Homes Corporation

Toll Brothers, Inc.

Duke Realty Corporation

Mid-America Apartment Communities, Inc.

Vail Resorts, Inc.

Federal Realty Investment Trust

Pebblebrook Hotel Trust

Weingarten Realty Investors

Regency Centers Corporation
EMPLOYMENT AGREEMENTS
Each of Messrs. O’Reilly, Cross and Riley have employment agreements with the Company. These agreements provide for a minimum annual base salary, target annual incentive compensation under plans approved by the Compensation Committee, as well as severance and other benefits. The Compensation Committee approved the terms of the employment agreements based upon (a) its assessment of the terms necessary to retain highly qualified executives, and (b) arm’s length negotiations with each of these executives. In addition, the Company has entered into certain letter agreements with Mr. Scherl in order to retain him in connection with the Company’s ongoing development in the Seaport District. For a description of the material terms of these employment agreements and employment arrangements, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs.”
Key Elements of Executive Compensation Program
The following table outlines certain information regarding the key elements of our executive program:
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
 
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Compensation Discussion and Analysis
We also provide other general benefits and limited perquisites, which are described below.
2020 ANNUAL COMPENSATION MIX
Consistent with the Compensation Committee’s compensation philosophy and objectives, the following sets forth the 2020 compensation decisions that were approved for our NEOs as a result of Company and individual performance achievements, as reflected in the Summary Compensation Table under the header “Executive Compensation” and elsewhere in this Proxy Statement.
Key Responsibilities
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David O’Reilly
Chief Executive Officer
and Chief Financial
Officer (Interim)
Our CEO is responsible for managing our business operations and overseeing the senior members of our management team. He leads the implementation of corporate strategy and is the primary liaison between our Board and the management of our firm. He also serves as the primary public figure of the Company. In addition, Mr. O’Reilly served as our President from June 2020 until December 2020, and continues to serve as our CFO on an interim basis. As our CFO, he is primarily responsible for overseeing our financial position, including our cash flow and liquidity profile. He is also responsible for financial analysis and reporting, as well as our information technology function. He is our primary liaison to our investors.
Key 2020 Performance Achievements

Successful transition to President, then Interim CEO role and permanent CEO role in a short period of time without significant disruption to our operations.

Agreed to continue serving as CFO in an interim capacity until a duly qualified CFO was found as a replacement.

Integrally involved with the development and execution of the Company’s Transformation Plan, including significant reductions in overhead and sale of non-core assets.

Led the stock offering and notes offering during 2020; responsible for diversifying the Company’s funding sources and increasing its liquidity.
Compensation Decisions
Base Salary
$750,000*
Annual Incentive Compensation
$1,500,000
Long-Term Equity Incentives
$2,868,418
*
Mr. O’Reilly’s base salary in 2020 was prorated between (1) $500,000, his base salary prior to his promotion to President on June 24, 2020, (2) $550,000, his base salary prior to his promotion to CEO on December 1, 2020, and $750,000, his base salary as CEO. For more information, see “Employment Agreements and Arrangements with the NEOs – David O’Reilly”.
Key Responsibilities
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L. Jay Cross
President
Our President is responsible for overseeing our portfolio of master planned communities and mixed-use developments.