Howard Hughes Holdings Inc. Files Definitive Proxy Statement

Ticker: HHH · Form: DEF 14A · Filed: Aug 15, 2025 · CIK: 1981792

Howard Hughes Holdings Inc. DEF 14A Filing Summary
FieldDetail
CompanyHoward Hughes Holdings Inc. (HHH)
Form TypeDEF 14A
Filed DateAug 15, 2025
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, shareholder-meeting, corporate-governance

Related Tickers: HHH

TL;DR

HHH proxy statement filed, shareholders vote soon on company matters.

AI Summary

Howard Hughes Holdings Inc. filed its definitive proxy statement (DEF 14A) on August 15, 2025, for the fiscal year ending December 31, 2025. The filing, with SEC file number 001-41779, outlines information for the annual meeting of stockholders. The company is incorporated in Delaware and headquartered in The Woodlands, Texas.

Why It Matters

This filing provides shareholders with crucial information regarding the company's governance, executive compensation, and proposals to be voted on at the upcoming annual meeting, impacting their investment decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently introduce new financial risks.

Key Numbers

  • 001-41779 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

  • Howard Hughes Holdings Inc. (company) — Registrant
  • 001-41779 (dollar_amount) — SEC File Number
  • August 15, 2025 (date) — Filing Date
  • December 31, 2025 (date) — Fiscal Year End
  • The Woodlands, Texas (location) — Company Headquarters

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxies from shareholders for an upcoming annual or special meeting, providing details on matters to be voted upon.

When was this definitive proxy statement filed?

This definitive proxy statement was filed on August 15, 2025.

What is the fiscal year end for Howard Hughes Holdings Inc. as stated in this filing?

The fiscal year end for Howard Hughes Holdings Inc. is December 31.

What is the SEC file number for Howard Hughes Holdings Inc.?

The SEC file number for Howard Hughes Holdings Inc. is 001-41779.

Where is Howard Hughes Holdings Inc. headquartered?

Howard Hughes Holdings Inc. is headquartered in The Woodlands, Texas.

Filing Stats: 4,618 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2025-08-15 16:46:56

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON September 30 , 2025 5 Questions and Answers Regarding this Proxy 5 MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP 10 Corporate Governance 10 Risk Management 11 Director Independence 12 Director Nominations 12 Qualifications 12 Stockholder Recommendations 13 Stockholder Engagement 14 Communications with the Board 14 Codes of Business Conduct and Ethics 14 THE BOARD, ITS COMMITTEES AND ITS COMPENSATION 15 The Board 15 Board Committees 15 Audit 16 Compensation 17 Nominating and Corporate Governance 17 Technology 18 Commitment of our Board 18 Board and Committee Evaluations 19 Evaluations–A Multi-Step Process 19 2024 Director Compensation 20 Stock Ownership Guidelines 22

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL HOLDERS

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL HOLDERS 23 Directors and Executive Officers 23 Five-Percent Holders 25 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 26 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 26 RELATED-PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS 27 Related-Party Transactions Policy 27 Pershing Square Agreements 27 Registration Rights Agreement 27 Pershing Square Purchase of Common Stock 28 SEG Spinoff; Pershing Square Standby Purchase Agreement 28 Pershing Square 2025 Purchase of Common Stock 28 PROPOSAL NO. 1–ELECTION OF DIRECTORS 32 PROPOSAL NO. 2–ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION 37 PROPOSAL NO. 3–APPROVAL OF THE COMPANY'S 2025 EQUITY INCENTIVE PLAN 38 Burn Rate 40 Summary of the 2025 Equity Incentive Plan 40 PROPOSAL NO. 4–RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2025 47 Relationship with Independent Registered Public Accounting Firm 47 Independent Registered Accounting Firm Fees 48 Pre-Approval Policies and Procedures 48 AUDIT COMMITTEE REPORT 49 EXECUTIVE OFFICERS 51 COMPENSATION DISCUSSION AND ANALYSIS 57

Executive Compensation

Executive Compensation 57 Executive Summary 57 Financial and Operational Highlights 58 2024 Compensation Highlights 60 Compensation and Governance Best Practices 60 Compensation Philosophy and Objectives 61 Key Elements of Executive Compensation Program 64 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION 74

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 75 Summary Compensation Table 75 2024 Grants of Plan-Based Awards 77 Employment Arrangements with the NEOs 80 David O'Reilly 80 L. Jay Cross 82 Carlos A. Olea 84 Joseph Valane 85 Doug Johnstone 88 Employment Agreements–Definitions 89 Outstanding Equity Awards at Fiscal Year-End 91 2024 Option Exercises and Stock Vested 93 Nonqualified Deferred Compensation 93 Potential Payments Upon Termination or Change in Control 94 Pay Ratio Disclosure 95 Pay vs. Performance 95 STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS 100 OTHER MATTERS 100 ANNEX A TABLE OF CONTENTS Proxy Summary This summary highlights certain information from our Proxy Statement for the 2025 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting. 2025 ANNUAL MEETING INFORMATION Tuesday , September 30, 2025 9:00 a.m. Eastern Time Record Date August 4 , 2025 Signature Theatre The Pershing Square Signature Center 480 West 42nd Street New York, NY 100 36 Admission: Photo identification is required to attend the Annual Meeting. In addition, all attendees must pre-register with the Company in order to attend the Annual Meeting. 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 2025 ANNUAL MEETING Proposal Board Recommendation Page 1 Election of directors FOR each director nominee 32 2 Advisory (non-binding) vote to approve executive compensation FOR 37 3 Approval of the Howard Hughes Holdings Inc. 2025 Equity Incentive Plan FOR 38 4 Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2025 FOR 47 Proxy Statement for the 2025 Annual Meeting of Stockholders /1 TABLE OF CONTENTS Proxy Summary DIRECTOR NOMINEES Comm

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS The Compensation Committee of the Board seeks to align the Company's executive compensation program with its business strategy to attract, retain and engage the talent we need to compete in our industry, and to align management with stockholders' interests. The table below highlights key aspects of our executive compensation program and practices. A compensation recovery policy designed to prevent misconduct by executive officers and requiring recoupment in the event of accounting restatements No single-trigger change-in-control for severance pay and benefits Minimum three-year vesting period for the performance-based component of long-term equity awards A substantial portion of our long-term equity awards contains meaningful performance hurdles to achieve full vesting Directors and executive officers are subject to stock ownership guidelines No excise tax gross-ups in executive employment agreements or incentive plans Prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts, and limit orders, in each case, involving Company securities 4\ Howard Hughes Holdings Inc. investor.howardhughes.com TABLE OF CONTENTS Proxy Statement for Annual Meeting of Stockholders to Be Held on September 30 , 2025 QUESTIONS AND ANSWERS REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? 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 2025 annual meeting of stockholders or any postponement or adjournment thereof (the "Annual Meeting"). Accordingly, the Company sent a

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