🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Hudson Pacific Properties, Inc. (HPP). It's a formal document sent to shareholders ahead of the Annual Meeting on May 28, 2026. Its purpose is to provide information needed to vote on key company decisions, including electing directors, approving executive pay ("Say-on-Pay"), and selecting the company's auditor.

👉 Why it matters: If you own HPP stock, this document tells you what you're voting on, who is running the company, how executives are paid, and how the company is governed. Your vote shapes the company's future leadership and policies.

🏢 What The Company Does

In simple terms, Hudson Pacific Properties (NYSE: HPP) is a Real Estate Investment Trust (REIT). They own and operate high-end office buildings and media/studio properties, primarily in major West Coast tech and media hubs like Los Angeles, Silicon Valley, San Francisco, and Seattle.

• Business Model: They lease space to tech and media companies, aiming to provide "world-class amenitized, collaborative, and sustainable" workspaces.
• Focus: They leverage deep relationships and expertise to transform properties into premium spaces for "dynamic tech and media tenants."
• Industry: They operate in commercial real estate, specifically targeting the office and studio needs of the technology and entertainment production sectors.

🚀 2025 Performance Highlights & Key Actions

2025 was presented as a pivotal year focused on stabilizing the company and improving efficiency. Key actions and results included:

• Strong Leasing: Signed over 2.2 million sq ft of office leases (their best since 2019) and built a 2.3 million sq ft leasing pipeline by year-end. Tours increased by 40% compared to 2024.
• Studio Business Streamlining: Focused on premium locations (like Sunset Las Palmas, fully leased for the first time since strikes) and achieved $25.0 million in annualized cost savings within their Quixote business.
• Operational Efficiency: Reduced corporate overhead significantly:
  • G&A expenses down $21 million year-over-year.
  • Achieved $26 million in combined G&A & interest savings.
• Balance Sheet Transformation: Fortified finances with major transactions:
  • Raised $690.0 million via common equity offering.
  • Sold assets totaling $328.0 million.
  • Secured $475.0 million CMBS financing.
  • Repaid $168.0 million Element LA loan and $465.0 million in private notes.
  • Result: 22% reduction in HPP's share of net debt and increased year-end liquidity to $933.7 million.

👥 Board & Governance Changes

The Board made significant changes to enhance efficiency and align with strategic priorities:

• Reduced Board Size: Cut from 10 directors down to 7 nominees for 2026.
• New Independent Directors: Added Jon Bortz (real estate/hospitality) and T. Ritson Ferguson (real estate investment) in 2025.
• Leadership Transition: Robert L. Harris II became the new Lead Independent Director (March 2026), succeeding Theodore R. Antenucci.
• Committee Changes: Michael Nash is retiring from the Board; T. Ritson Ferguson will become Audit Committee Chair (May 2026).
• Cost Discipline: These changes, along with reduced fees, lowered annual director costs by ~$780,000.

👉 Why it matters: A smaller, refreshed board with strong capital markets expertise is now focused on balance sheet optimization and disciplined capital allocation after a challenging period.

💰 Executive Compensation Overhaul

Following a failed "Say-on-Pay" vote in 2025 (where shareholders rejected the pay plan), the Compensation Committee took drastic action:

• 2025 Actions (Immediate Response):
  • No Equity Grants: CEO, President, and CFO received zero new equity in 2025.
  • Voluntary Forfeiture: The same top executives voluntarily gave up their 2024 performance-based awards with no replacements.
  • Bonuses Cut: 2025 bonuses were funded below target, resulting in a 36% decrease from 2024.
  • No Salary/Bonus Increases: Base salaries and target bonuses remained frozen since 2022.
• Redesigned 2026 Program (Fundamental Changes):
  • Eliminated Front-Loaded Awards: No more large, multi-year equity grants up front.
  • New TSR Focus: Long-term incentives are now 50% Performance-Based (TSR) and 50% Time-Based, tied to both absolute and relative total shareholder return over 3 years.
  • Higher Hurdles: Maximum performance payout requires 15% annual TSR growth AND hitting the 75th percentile of relative TSR vs. peers (tougher than typical REITs).
  • Lower Caps: Performance-based equity max payout reduced to 150% of target (was 200-250%).
  • Longer Alignment: Awards have multi-year vesting + post-vest holding periods, creating up to 6 years of alignment with shareholders.
  • Reduced Targets: 2026 target compensation was significantly cut, including a 38% reduction for the CEO.

👉 Why it matters: The company completely overhauled its pay structure in direct response to shareholder dissatisfaction. The new plan directly ties executive wealth to the stock price performance (TSR) over the long term, with much stricter performance requirements and lower overall potential pay.

📊 Financial Position & Highlights (Context from Filing)

While the proxy focuses on governance and pay, it references key financial metrics from the 2025 performance:

• Liquidity: Strong year-end liquidity position of $933.7 million.
• Debt Reduction: Successfully reduced HPP's share of net debt by 22%.
• Capital Raised: Secured significant capital through a $690.0M equity offering and $328.0M in asset sales.
• Cost Savings: Achieved $25M in Quixote studio cost savings and $26M in G&A & interest savings.
• Leasing: Positive net absorption returned in 3Q and 4Q 2025, indicating improving office demand.

🔮 What's Next (Strategic Direction)

The actions described point to HPP's near-term strategic priorities:

1. Operational Efficiency: Maintaining tight cost control (G&A, studio ops).
2. Balance Sheet Strength: Continued focus on managing debt and maintaining liquidity.
3. Leasing Momentum: Capitalizing on improving office demand in their key markets (LA, SF, Silicon Valley, Seattle).
4. Studio Optimization: Running the streamlined studio portfolio efficiently, focusing on premium leased locations.
5. Aligned Governance: Implementing the new, stricter executive compensation plan designed to directly link pay to shareholder returns (TSR).
6. Board Effectiveness: Operating with the smaller, reconstituted Board.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths:
  • Strategic Location: Focus on premier West Coast tech/media hubs with high barriers to entry.
  • Specialized Niche: Expertise in office and studio spaces for high-growth sectors.
  • Responsive Governance: Took decisive action to overhaul exec pay and Board structure after shareholder feedback.
  • Improved Financial Health: Significant debt reduction and increased liquidity achieved in 2025.
  • Leasing Momentum: Positive signs of recovering office demand reflected in leasing activity.
• ⚠️ Risks:
  • Market Dependence: Heavily reliant on the health of the tech and media production sectors.
  • Office Sector Challenges: Broader market headwinds for office space, especially with hybrid work trends.
  • Studio Volatility: The media production industry can be cyclical and strike-prone (noted post-strikes recovery).
  • Execution Risk: Needs to successfully execute on its leasing momentum and operational plans.
  • Stock Performance: The new compensation plan's success is inherently tied to delivering strong Total Shareholder Return.

🧠 The Analogy

Imagine Hudson PacificProperties is like a high-end commercial landlord for Hollywood and Silicon Valley. After a tough few years (strikes, remote work hurting offices, debt concerns), they spent 2025 doing major renovations: selling some properties, taking out a big loan to pay down other debts, convincing more tenants to sign leases, and cutting their own household expenses drastically. They also fired their expensive interior designers (no exec bonuses/equity) and promised that next time they hire someone, they'll only get paid if the entire building's value goes up significantly over many years. They're now a leaner, more focused landlord, but still depends on the big tech and movie studios wanting fancy offices again.

🧩 Final Takeaway

Hudson Pacific Properties spent 2025 aggressively fixing its financial foundation and operational efficiency after a challenging period, directly linking executive pay to long-term shareholder return (TSR) and streamlining its Board. For shareholders, this proxy represents a clear shift towards stricter governance, cost control, and an executive compensation plan designed to ensure leadership's success is only achieved if the stock price significantly outperforms over the long term. Your votes will decide the Board and ratify this new approach.