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 ☐

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under § 240.14a-12

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Hudson Pacific Properties, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

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DEAR FELLOW STOCKHOLDER:

On behalf of the Board of Directors of Hudson Pacific Properties, Inc., I invite you to attend our Annual Meeting of Stockholders on Wednesday, May 14, 2025 at 9:00 a.m. (PDT). The meeting will be held at our headquarters, located at 11601 Wilshire Boulevard, Ninth Floor, Los Angeles, California 90025.

Throughout 2024 our team remained focused on our strategic priorities: driving office and studio leasing, executing on property sales, continued cost containment and strengthening our balance sheet. We have had many successes on all fronts, and we remain committed to additional progress in 2025 on our multifaceted plan to reinvigorate earnings growth.

We ended 2024 with office leasing nearly 20% higher year-over-year, as we delivered over 2 million square feet of signed leases. We successfully completed two of our three under-construction development projects, Washington 1000 in Seattle and Sunset Glenoaks Studios in Los Angeles, and are progressing on our Sunset Pier 94 Studios development in Manhattan.

Even in a challenging transaction environment, since December of last year, we have sold three non-core office assets for a total of $94 million. All net proceeds from these sales went toward reducing leverage, and we are pursuing an additional approximately $125 million of dispositions in 2025.

We are encouraged by several favorable trends in our core industries and markets. Across all our markets, gross leasing is reaching post-pandemic highs, sublease availability is improving, and, with virtually no new construction, supply for quality office space is constrained. AI acceleration continues to be a driver of growth, and, especially with most AI companies being office-first, we expect this to further propel leasing for the Bay Area. More broadly, we continue to see later stage tech startups turn their attention back to growth and fundraising after years of cost cutting.

On the studio front, production picked up modestly throughout 2024, following the resolution of the unprecedented dual studio union strike in late 2023. This year will be pivotal for the film and television industry in Los Angeles, bolstered by a groundswell of support to increase filming locally, including the governor’s proposal to more than double the current tax credit incentive. Following the tragic wildfires in Los Angeles, we have seen new interest from high-quality scripted productions, another indication of potential further recovery in the back half of this year.

I am confident as I look forward that our platform and portfolio will be well positioned to create stockholder value over the long term. We thank you for your continued support of Hudson Pacific.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Please join us for the 2025 Annual Meeting of Stockholders of Hudson Pacific Properties, Inc., a Maryland corporation. The meeting will be held at 9:00 a.m. (PDT), on Wednesday, May 14, 2025 at 11601 Wilshire Boulevard, Ninth Floor, Los Angeles, California 90025.

At the 2025 Annual Meeting of Stockholders, our stockholders will consider and vote on the following matters:

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The election of 10 directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies;

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The approval of the Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan;

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The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

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The advisory approval of the Company’s executive compensation for the fiscal year ended December 31, 2024, as more fully disclosed in the accompanying Proxy Statement; and

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Any other business properly introduced at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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You must own shares of Hudson Pacific Properties, Inc. common stock at the close of business on March 21, 2025, the record date for the 2025 Annual Meeting of Stockholders, or hold a proxy from such a record holder, to attend and vote at the Annual Meeting or at any adjournments or postponements of the Annual Meeting. If you plan to attend, please bring a picture I.D. and, if your shares are held in “street name” ​(i.e., through a broker, bank or other nominee), a copy of a brokerage statement reflecting your stock ownership as of the close of business on March 21, 2025. If your shares are held in “street name,” you will also need a duly authorized proxy from your broker, bank or other nominee to vote your shares at the Annual Meeting. Regardless of whether you will attend, please authorize your proxy electronically through the Internet or by telephone, or by completing and mailing your proxy card so that your votes can be cast at the Annual Meeting in accordance with your instructions. For specific instructions on authorizing a proxy, please refer to your proxy card. Authorizing a proxy in any of these ways will not prevent you from voting at the 2025 Annual Meeting of Stockholders if you are a stockholder of record as of the record date for the Annual Meeting or if you hold a proxy from a record holder.

TABLE OF CONTENTS

PROXY SUMMARY

2024 BUSINESS AND PERFORMANCE HIGHLIGHTS

Throughout 2024, our team remained focused on our strategic priorities: driving office and studio leasing, executing on property sales, continued cost containment and strengthening our balance sheet. Successes included:

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Executed on 316 new and renewal leases totaling 2.0 million square feet, nearly 20% higher than 2023, with new leasing activity at the highest levels since 2019

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Completed Sunset Glenoaks studio development in Los Angeles and Washington 1000 office development in Seattle, and progressed Sunset Pier 94 studio development in Manhattan set to deliver year-end 2025

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Purchased for $43.5 million (before prorations and closing costs) our joint venture partner’s 45% ownership interest in 1455 Market in San Francisco, and subsequently signed a significant new lease with the City and County of San Francisco

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Sold one and placed under contract to sell another non-core office asset for a total of $47.8 million (before prorations and closing costs)

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Executed on cost-cutting initiatives, including reducing G&A expense by $3.6 million compared to the Company’s initial guidance, and Quixote studios and services operating expenses by $7.5 million (annualized)

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Following a favorable amendment to the Company’s unsecured revolving credit facility retroactive to the fourth quarter, the Company ended the year with $518.3 million of total liquidity (excludes undrawn capacity under construction loans)

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Maintained a quarterly dividend on our 4.750% Series C cumulative preferred stock of $0.296875 per share, equivalent to an annual rate of $1.18750 per share

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Issued annual Better BlueprintTM report highlighting 2023 sustainability accomplishments, with ongoing recognition from GRESB, ENERGY STAR, Newsweek, Fitwel and S&P Global, among others during the 2024 calendar year

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For further details on our 2024 performance, see page 41.

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2024 COMPENSATION HIGHLIGHTS

The Compensation Committee of the Board (or Compensation Committee) believes that an executive compensation program that strongly links the compensation of our executive officers and the short- and long-term performance of the Company is a key driver of our financial success. The Compensation Committee designed our 2024 executive compensation program to emphasize the relationship between compensation earned and our financial and operational (including corporate responsibility) factors, performance, and restoring shareholder value.

PAY-PERFORMANCE ALIGNMENT

As the external business environment continued to impact our business, we conducted a holistic review of our overall compensation program and made certain changes for 2024 while maintaining our strong pay-for-performance alignment:

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No Increase to Cash Compensation Our NEOs’ cash compensation opportunities, including base salary and cash bonus opportunities, have not been increased since 2022 and remain unchanged for 2025.

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Majority of Bonus Tied to Objective Financial Goals We continued to allocate 80% of our NEOs’ total annual cash bonus opportunity to the achievement of pre-established corporate performance goals and 20% to other key performance factors assessed by the Compensation Committee (including the management of our studio business). For 2024, we reinstated our FFO per share metric and increased the overall weighting of our objective operational and financial goals.

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Limited LTI Payouts in 2024 Our 2022 Performance Unit program completed its three-year performance period on December 31, 2024 and earned 0% under the relative TSR component and payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance. The value of earned awards as of December 31, 2024 represented only 9% of the grant date fair value.

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Long-Term Incentive Program Redesign We reevaluated our historical long-term incentive program structure in consideration of the continued impact of the external business environment on our business, and the desire to retain, motivate and align our executives with restoring shareholder value. Our CEO, President and CFO were granted upfront awards designed to create significant alignment with shareholder value creation and our other executives were granted equity awards designed to bolster retention. These NEOs will not receive an annual grant until 2026.

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STRONG COMPENSATION GOVERNANCE

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Mandatory holding period of three years beyond the vesting date of time-based LTIP Units and two years beyond the vesting date of any Performance Units

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In October 2023, we adopted a new clawback policy that applies to all executive officers and requires our recoupment of erroneously-paid compensation in the event of a financial restatement

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Stock ownership guidelines for executives and directors, with ownership requirement of 10x base salary for the CEO

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Double-trigger change-in-control provisions and no excise tax gross-ups

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Anti-hedging and anti-pledging policies that prohibit executives and directors from hedging and pledging our securities

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CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors is committed to sound corporate governance and ensuring full compliance and accountability to stockholders in accordance with all laws and regulations. Dedication to these principles and the highest ethical standards are essential to both short- and long-term value creation and preservation. The Company adheres to the following best practices:

STOCKHOLDER RIGHTS

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No staggered board (annual election of all directors)

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Annual “Say-On-Pay” voting

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Majority voting in uncontested director elections

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Active stockholder engagement

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No stockholder rights plan

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Stockholder power to amend Bylaws

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INDEPENDENT OVERSIGHT

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Supermajority (90%) Board Independence

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Lead Independent Director, responsible for leading regularly scheduled executive sessions of independent directors

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All Audit, Compensation, Governance and Investment Committee members are independent

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Commitment to Board refreshment, with six new independent directors appointed since 2017

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Independent director tenure averages 9.2 years

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Comprehensive, active board oversight as it relates to corporate strategy and risk management

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Regular Board and committee self-evaluations

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POLICIES

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Clawback policy

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Anti-hedging policy

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Anti-pledging policy

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Executive and director stock ownership guidelines

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Commitment to Board with a broad range of skills and experience

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CORPORATE RESPONSIBILITY

BETTER BLUEPRINTTM

Our corporate responsibility program, Better BlueprintTM, is informed by decades of experience and what we believe to be best practices across every aspect of real estate. Better BlueprintTM brings to life our vision of vibrant, thriving urban spaces and places built for the long term. Its principles and objectives provide a common thread that authentically guides our work and relations with tenants, employees, investors and partners.

SUSTAINABLE: MINIMIZING OUR FOOTPRINT

We are committed to leadership in sustainability—whether designing a new property, reimagining a dated building, or managing our existing portfolio. Addressing climate change in ways that are relevant to our industry and drive business value is the focus of our sustainability program. We have had 100% carbon neutral real estate operations since 2020. Our science-based target commits us to go further by reducing absolute Scope 1 and 2 greenhouse gas (“GHG”) emissions by 50% by 2030, from a 2018 baseline, excluding financial instruments like unbundled renewable energy credits and carbon offsets.

2024 SUSTAINABLE ACHIEVEMENTS

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100% carbon neutral operations across our entire real estate operating portfolio

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100% of our in-service office portfolio has recycling services and over 70% has composting services

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Over 90% of our in-service office portfolio is LEED certified and over 70% is ENERGY STAR certified

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Better BlueprintTM Action Plans at all operating properties

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Sustainable Design Vision for all redevelopments and major repositionings

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HEALTHY: HEALTHY BUILDINGS, HEALTHY LIVES

We aim to set our properties apart by providing safe environments that promote wellness and resilience for our employees, customers and neighbors. Our health and safety program includes emergency response plans, fire life safety systems, MERV-13+ air filters, and regular safety training at all buildings. We are also committed to advancing wellness and well-being, and we consistently deliver state-of-the-art buildings with functional outdoor space, fitness amenities, natural light, healthy food and other wellness-oriented features. We offer in-person and virtual wellness programming at most properties, and we have a goal to achieve Fitwel certification for at least 50% of our in-service office portfolio by 2030.

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2024 HEALTHY ACHIEVEMENTS

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All operating office and studio properties use MERV-13+ filters, among other COVID-safe procedures

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Over 90% of our in-service office portfolio is served by bike storage, showers and/or lockers

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Over 60% of our in-service office portfolio has on-site fitness amenities and/or a mobile app that promotes health and wellness through virtual fitness classes, mindfulness training, cooking sessions and more

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Over 40% of our in-service office portfolio is Fitwel certified

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EQUITABLE: VIBRANT, THRIVING CITIES FOR ALL

We seek to create and cultivate communities that afford opportunity for everyone to succeed. We strive to promote an inclusive corporate culture and implement fair human capital development practices. We have an active employee volunteering program to ensure we give back to our communities.

2024 EQUITABLE ACHIEVEMENTS

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Continuation of our commitment to invest $20 million in innovative homelessness and housing solutions

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Over $800,000 in charitable giving

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Over 1,800 hours of employee volunteering

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HUMAN CAPITAL DEVELOPMENT

We believe our people are our greatest asset and we strive to attract and retain top-tier talent at every level of the organization. The following practices are in place to assist us in achieving this goal:

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Hiring Through a series of behavioral-based interviews, Company recruiters assess candidates for skills, competencies and cultural fit. The hiring team comprises a recruiter, hiring manager and other peers or stakeholders to ensure a collaborative process.

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Training and Development Upon joining the Company, our employees attend a comprehensive orientation program. In addition to traditional employee development programs (e.g., annual performance reviews and role-specific training programs), we offer individualized curriculums through an online platform, interactive mentorship and leadership development and off-site team retreats that foster team-building and skills training. The Company regularly honors top performers through our annual values-based awards.

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Compensation and Benefits We are a pay-for-performance organization, which means that compensation decisions are made based on individual, team/department, and overall Company performance. This includes consideration of an individual’s contributions and accomplishments as well as how these were achieved (values, skills, and competencies). The objective is to emphasize corporate goals and individual contributions to the achievement of those goals for the year. We award merit salary increases as recognition for the past year’s performance, sustained contributions, and/or the demonstration of newly acquired skills. Discretionary bonuses are designed to reward employees for fulfilling their responsibilities, delivering superior results, and making significant contributions. We offer competitive compensation and benefits, including retirement savings plans, medical, dental, and vision coverage, flexible spending accounts and an employee referral bonus program. We have generous policies to encourage work/life balance, including paid holiday, vacation, and sick time, subsidized gym memberships, fitness programs, events and healthy dining options, milestone awards, as well as an employee assistance program.

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LINKING EXECUTIVE PAY TO CORPORATE RESPONSIBILITY PERFORMANCE

We strive to advance our Better BlueprintTM program through a combination of innovative real estate solutions, meaningful cross-sector partnerships, and exemplary performance. Our commitment is illustrated by the inclusion of corporate responsibility metrics in our short-term incentive program, including:

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An objective assessment of performance through a balanced scorecard approach

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Alignment and recognition by key third parties

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Measurable progress towards our key long-term goals

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For more information, see page 48.

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VOTING INFORMATION

MATTERS TO BE VOTED ON AT OUR 2023 ANNUAL MEETING

VOTE REQUIRED TO APPROVE AN ITEM OF BUSINESS

To be elected as a director (Proposal No. 1), a nominee must receive the affirmative vote of a majority of all the votes cast “for” and “against” the election of such nominee in the election of directors.

To approve the Amended and Restated 2010 Incentive Award Plan (Proposal No. 2), to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 3) and to adopt the resolution regarding the advisory approval of executive compensation (Proposal No. 4), the affirmative vote of a majority of the votes cast on the proposal is required.

HOW TO VOTE

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

At the Annual Meeting, our stockholders will be entitled to elect 10 directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. The Board has nominated Victor J. Coleman, Theodore R. Antenucci, Ebs Burnough, Jonathan M. Glaser, Robert L. Harris II, Christy Haubegger, Mark D. Linehan, Michael Nash, Barry A. Sholem and Andrea Wong for election as directors. The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons with a broad range of skills, experience, perspectives, and backgrounds. The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee of the Board, or the Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, ability to make independent and analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Hudson Pacific Properties, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires and his or her successor is elected and qualifies.

Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable or declines to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.

MEMBERS OF THE BOARD OF DIRECTORS

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Chief Executive Officer and Chairman of our Board

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Independent within the meaning of applicable NYSE listing standards and SEC rules

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   Committee member

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PROFILE OF NOMINEES

Skills & Experience

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Media, Tech or Real Estate Industry Experience

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Los Angeles, Silicon Valley, San Francisco, Seattle, New York, Vancouver or London/UK Market Experience

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Finance or Accounting Expertise

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DIRECTOR BIOGRAPHICAL INFORMATION

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PROPOSAL NO. 2—AMENDED AND RESTATED 2010 INCENTIVE AWARD PLAN

BACKGROUND

On April 22, 2025, our Board adopted, subject to stockholder approval, an amendment and restatement of the Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan (the “Amended Plan”), which makes the following material changes to the prior Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan (the “Prior Plan”):

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Increases the aggregate share limit under the Amended Plan by 7,259,450 shares, and increases the number of shares which may be granted as incentive stock options under the Amended Plan by 7,259,450 shares;

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Extends the right to grant awards under the Amended Plan through April 22, 2035;

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If the Amended Plan is approved, it will become effective on the date of this Annual Meeting.

A copy of the Amended Plan is included as Appendix B to this proxy statement.

PROPOSED SHARE RESERVE INCREASE

We are asking our stockholders to approve the Amended Plan because we believe the availability of an adequate reserve of shares under an incentive compensation plan is important to our continued growth and success. The purpose of the Amended Plan is to assist us in attracting, motivating and retaining key individuals who serve as our employees, directors and consultants, whose judgment, interest and special effort is critical to the successful conduct of our operation. We believe that the awards to be issued under the Amended Plan will motivate recipients to offer their maximum effort to us and help focus them on the creation of long-term value consistent with the interests of our stockholders. We believe that grants of incentive awards are necessary to enable us to continue to attract and retain top talent; if the Amended Plan is not approved, we believe our recruitment and retention capabilities will be adversely affected.

SHARES AVAILABLE FOR ISSUANCE

The Amended Plan increases the aggregate Prior Plan share limit by 7,259,450 shares. As of April 1, 2025, there were no shares remaining available for future grants under the Prior Plan. By increasing the reserved shares, we will be able to continue to use equity awards to attract, retain and motivate employees. We believe that having an incentive compensation plan in place with a sufficient number of shares is critical to our ability to attract, retain and motivate employees in a highly competitive marketplace and ensure that our executive compensation program is structured in a manner that aligns the executives’ interests with our success.

As of April 1, 2025, there were 141,392,410 shares of common stock outstanding (not including unvested restricted common stock), 5,072,881 operating partnership units outstanding (not including outstanding profits interest units granted under the Prior Plan). Also as of April 1, 2025, an aggregate of (i) 534,839 unvested restricted stock units (“RSUs”) granted under the Prior Plan (with performance-based RSUs calculated at “maximum” levels) were outstanding that had not yet been earned, and (ii) an aggregate of 10,538,338 outstanding profits interest units granted under the Prior Plan (with performance-based profits interest units calculated at “maximum” levels) were outstanding that had not yet been earned.

BURN RATE

The following table sets forth information regarding historical awards granted and earned for the period 2022 through 2024, and the corresponding burn rate, which is defined as the number of shares subject to stock awards granted (or, for awards subject to performance-based vesting, earned) in a fiscal year divided by the weighted average common shares outstanding for that fiscal year, for each of the last three fiscal years.

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(1)

Total full-value awards granted or earned is the sum of time-based awards granted during each fiscal year and performance-based full-value shares earned each fiscal year (regardless if the settlement of such earned shares was in the following year).

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Weighted average common units outstanding includes weighted average common shares outstanding at the end of each fiscal year plus 3,796,346, 2,810,433, and 2,191,842 operating partnership units outstanding (not including outstanding profits interest units granted under the Prior Plan) at the end of each fiscal year 2024, 2023, and 2022, respectively.

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The current burn rate is calculated as follows: (number of full-value awards) / (weighted average common units outstanding), and based on the aggregate amount of time-based awards granted and performance-based awards earned in the applicable year.

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REASONS FOR THE DETERMINATION OF SHARE RESERVE UNDER THE AMENDED PLAN

In deciding to approve the Amended Plan, the Board was primarily motivated by a desire to ensure the Company has an available pool of shares from which to grant long-term equity incentive awards, which we believe is a primary incentive and retention mechanism for its employees, directors and consultants. In determining the number of shares by which to increase the reserve under the Amended Plan, the Board reviewed the Compensation Committee’s recommendations, which were based on an analysis prepared by and recommendations of Ferguson Partners Consulting L.P. the Compensation Committee’s independent compensation consultant (“FPC”).

This review included a consideration of the following key metrics, factors and philosophies:

REASONABLE PLAN COST

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Permits continued alignment of interests through use of equity compensation

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Plan dilution is consistent with our last share reserve increase

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Awards would not have a substantially dilutive effect (additional 7,259,450 shares requested is 5% of shares and units outstanding)

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RESPONSIBLE GRANT PRACTICES

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All equity awards vest over a period of at least three years, including five years for our most recent grants for our CEO, our President and our CFO

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Equity awards for our executive officers are subject to robust mandatory post-vest holding periods including three years following vesting on time-based equity awards and two years for any earned Performance Unit awards

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Robust performance-based hurdles used for performance-based RSUs and Performance Units

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Robust stock ownership guidelines

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Clawback policy that applies to all executive officers and requires our recoupment of erroneously-paid compensation in the event of a financial restatement

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STOCKHOLDER-FRIENDLY PLAN FEATURES

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No single-trigger change in control vesting acceleration, except for earned performance awards

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No accelerated vesting in connection with a change in control unless the change in control is consummated (i.e., no liberal change in control definition)

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No repricing permitted without stockholder approval

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No cash buyouts of stock options without stockholder approval

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Discloses vesting treatment for outstanding time- and performance-based awards upon a change in control

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Stockholder approval required to increase the share reserve (i.e., no “evergreen” feature)

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In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the competitive labor markets in which we compete, the Board has determined that the size of the share reserve under the Amended Plan is reasonable and appropriate at this time.

The maximum aggregate number of shares that may be granted as incentive stock options under the Amended Plan following the effective date of the Amended Plan pursuant to Section 422 of the Code is 34,259,450.

In light of the factors described above, the Board believes this number represents reasonable potential equity dilution and provides a significant incentive for officers, employees, non-employee directors and consultants to increase the value of the Company for all stockholders.

STOCKHOLDER APPROVAL

If stockholders do not approve this Proposal No. 2, then the proposed additional shares will not become available for issuance and the original terms of the Prior Plan as currently in place will continue in full force and effect.

The material terms of the Amended Plan are summarized below and qualified in their entirety by reference to the Amended Plan attached as Appendix B to this proxy statement.

MATERIAL TERMS OF THE AMENDED PLAN

ELIGIBILITY AND ADMINISTRATION

Our employees, consultants and non-employee directors, and employees, consultants and non-employee directors of our operating partnership and our respective subsidiaries are eligible to receive awards under the Amended Plan. Currently, approximately 73 employees, 9 non-employee directors and 0 consultants are eligible to participate in the Amended Plan.

The Amended Plan is administered by our Board with respect to awards to non-employee directors and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator), subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act of 1934 and/or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Amended Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the Amended Plan, including any vesting and vesting acceleration conditions.

LIMITATION ON AWARDS AND SHARES AVAILABLE

As of April 1, 2025, there were no shares available for grant under the Prior Plan (assuming the maximum value is earned under outstanding Performance Unit awards and performance-based RSU awards). If this Proposal No. 2 is approved, then an aggregate of 34,259,450 shares of our common stock will be reserved for issuance under

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awards granted pursuant to the Amended Plan, which includes the shares available for future issuance as of April 1, 2025 (assuming the payout of outstanding performance-based awards at “maximum” performance goals), the number of shares already issued under the Amended Plan as of such date, the number of shares covered by outstanding awards granted under the Amended as of such date and the 7,259,450 new shares issued pursuant to the Amended Plan may be authorized but unissued shares or shares purchased in the open market.

If, on or after the effective date of the Amended Plan, an award is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended Plan. Shares that again become available for issuance in accordance with the foregoing will be added back to the share limit on a 1:1 basis (and without regard to the fungible unit mechanics contained in the Company’s Amended and Restated 2010 Incentive Award Plan adopted on May 24, 2017).

However, the following shares may not be used again for grant under the Amended Plan: (i) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award, (ii) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise, and (iii) shares purchased on the open market with the cash proceeds from the exercise of options.

Awards granted under the Amended Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Amended Plan. The maximum number of shares of our common stock that may be subject to one or more awards granted to any one participant pursuant to the Amended Plan during any calendar year is 4,500,000 and the maximum amount that may be paid under a cash award pursuant to the Amended Plan to any one participant during any calendar year period is $10,000,000.

Additionally, the maximum aggregate cash compensation and grant-date value of equity-based awards which may be granted to a non-employee director under the Amended Plan in any calendar year is $500,000 (the “Director Limit”).

AWARDS

The Amended Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, RSUs, performance shares, other incentive awards, profits interest units and SARs. Certain awards under the Amended Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Amended Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards will generally be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

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Stock Options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

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•

Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

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•

Restricted Stock, RSUs and Performance Shares. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying these awards may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Performance shares are contractual rights to receive a number of shares of our common stock in the future based on the attainment of specified performance goals, in addition to other conditions that may apply to these awards. Conditions applicable to restricted stock, RSUs and performance shares may be based on continuing service with us or our affiliates, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

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Stock Payments, Other Incentive Awards and Profits Interest Units. Stock payments are awards of fully vested shares of our common stock that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Other incentive awards are awards other than those enumerated in this summary that are denominated in, linked to or derived from shares of our common stock or value metrics related to our shares, and may remain forfeitable unless and until specified conditions are met. Profits interest units are awards of units of our operating partnership intended to constitute “profits interests” within the meaning of the relevant Internal Revenue Service Revenue Procedure guidance, which may be convertible into shares of our common stock pursuant to our partnership agreement.

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Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents typically are credited as of dividend record or payment dates during the period between the date an award is granted and the date such award terminates or expires, as determined by the plan administrator.

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PERFORMANCE AWARDS

Performance awards include any of the awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or such other criteria established by the plan administrator. Performance awards may be granted in the form of a cash bonus. For purposes of the Amended Plan, one or more of the following performance criteria may include, but are not limited to: (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working capital; (xvii) earnings per share; (xviii) adjusted earnings per share; (xix) price per share of common stock; (xx) regulatory body approval for commercialization of a product; (xxi) implementation or completion of critical projects (including with respect to office portfolios); (xxii) market share; (xxiii) economic value; (xxiv) human capital management; and (xxv) environmental, social or governance, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The Amended Plan also permits the plan administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals.

CERTAIN TRANSACTIONS

The plan administrator has broad discretion to take action under the Amended Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended Plan and outstanding awards. In the event of a change in control of our Company (as defined in the Amended Plan), the surviving entity must assume outstanding

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awards or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity refuses to assume or substitute for all or some outstanding awards, then all such awards will vest in full (and for performance-based awards, vested at the greater of target or actual achievement, unless provided otherwise in an individual agreement) and be deemed exercised (as applicable) upon the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions.

CLAWBACK PROVISIONS, FOREIGN PARTICIPANTS, TRANSFERABILITY AND PARTICIPANT PAYMENTS

The Amended Plan provides that all awards will be subject to any Company clawback policy as set forth in such clawback policy or the applicable award agreement. The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Amended Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Amended Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

PLAN AMENDMENT AND TERMINATION

Our Board may amend or terminate the Amended Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended Plan or the Director Limit, “reprices” any stock option or SAR or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. No awards may be granted pursuant to the Amended Plan after the tenth anniversary of the date on which our Board adopted the Amended Plan.

ADDITIONAL REIT RESTRICTIONS

The Amended Plan provides that no participant will be granted, become vested in the right to receive or acquire or be permitted to acquire, or will have any right to acquire, shares under an award if such acquisition would be prohibited by the restrictions on ownership and transfer of our stock contained in our charter or would impair our status as a REIT.

FEDERAL INCOME TAX CONSEQUENCES

The U.S. federal income tax consequences of the Amended Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the Amended Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe state, local, or foreign tax consequences. Tax considerations may vary from locality to locality and depending on individual circumstances.

NON-QUALIFIED STOCK OPTIONS

If a participant is granted a nonqualified stock option under the Amended Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. We generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.

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INCENTIVE STOCK OPTIONS

A participant receiving incentive stock options should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an incentive stock option is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the incentive stock option requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the incentive stock option will be treated as one that does not meet the requirements of the Code for incentive stock options and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the incentive stock option is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. We are not entitled to a tax deduction upon either the exercise of an incentive stock option or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

OTHER AWARDS

The current federal income tax consequences of other awards authorized under the Amended Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as nonqualified stock options; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); profits interest units generally should not be taxable upon grant as long as the profits interest units only grant the participant the right to profits accruing after the date of grant and do not provide an interest in any capital of the operating partnership; RSUs, dividend equivalents, cash awards and other stock awards are generally subject to tax at the time of payment.

EXCESS PARACHUTE PAYMENTS

Section 280G of the Code limits the deduction that the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting or payment of awards under the Amended Plan upon a change in ownership or control of the employer or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof. The Amended Plan does not provide for any excise tax gross-ups.

APPLICATION OF SECTION 409A OF THE CODE

Section 409A of the Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, “non-qualified deferred compensation” includes equity-based incentive programs, including some stock options, stock appreciation rights and RSUs. Generally speaking, Section 409A does not apply to incentive stock options, non-discounted non-qualified stock options and appreciation rights if no deferral is provided beyond exercise, or restricted stock. The awards made pursuant to the Amended Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the Code to the extent the awards granted under the Amended Plan are not exempt from coverage. However, if the Amended Plan fails to comply with Section 409A in operation, a participant could be subject to the additional taxes and interest.

NEW PLAN BENEFITS

Except with respect to the grants of RSUs that will be awarded to each non-employee director, as reflected in the table below, serving on our Board on the date of this Annual Meeting in a number of shares determined by dividing

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$120,000 by the closing price of our common stock on the grant date, the number of awards that our NEOs, directors, other executive officers and other employees may receive under the Amended Plan in the future will be determined in the discretion of the Board or Compensation Committee, and neither the Board nor the Compensation Committee has made any determination to make future grants to any persons under the Amended Plan or the Prior Plan as of the date of this Proxy Statement. Therefore, it is not possible to determine the future benefits that will be received by these participants under the Amended Plan, or the benefits that would have been received by such participants if the Amended Plan, as proposed to be amended and restated, had been in effect in the year ended December 31, 2024.

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(1)

The number of RSUs to be granted to non-employee directors is not included in the table above as their equity award will depend on the value of our common stock on the grant date.

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PLAN BENEFITS

The table below sets forth summary information concerning the number of shares of our common stock subject to equity awards granted to certain persons under the Amended Plan through April 1, 2025. The per share market value of our stock on that date was $2.92.

Certain awards set forth in this table for the NEOs were granted in 2024 and therefore also are included in the Summary Compensation Table and in the Grants of Plan-Based Awards Table set forth in this Proxy Statement and are not additional awards. Certain awards set forth in this table for the non-employee directors were granted in 2024 and therefore also are included in the Non-Employee Director Compensation Table set forth in this Proxy Statement and are not additional awards.

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(1)

Includes both time-vesting profits interest units and Performance Units in our operating partnership (with Performance Units calculated at “maximum” levels).

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(2)

Includes both time-vesting RSUs and performance-based RSUs (with performance-based RSUs calculated at “maximum” levels).

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(3)

The information for Mr. Coleman, who is standing for reelection at the Annual Meeting, is set forth above.

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Recommendation

The following resolution will be submitted for stockholder approval at the 2025 Annual Meeting of Stockholders:

“RESOLVED, that the stockholders of Hudson Pacific Properties, Inc. approve the adoption of the AMENDED AND RESTATED HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P. 2010 INCENTIVE AWARD PLAN.”

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PROPOSAL NO. 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2025. During 2024, Ernst & Young LLP served as our independent registered public accounting firm and reported on our consolidated financial statements for that year.

We expect that representatives of Ernst & Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of another independent registered accounting firm. The Audit Committee may terminate Ernst & Young LLP’s engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.

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PROPOSAL NO. 4—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (“SAY-ON-PAY VOTE”)

BACKGROUND

As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement. Our Board has decided that we will hold an annual advisory vote to approve the compensation of our NEOs, or Say-on-Pay Proposal, in light of the fact that a substantial majority of the votes cast at our annual stockholders’ meeting held in May 2023 were voted in favor of holding an annual advisory vote.

We have always believed that our executive compensation program emphasizes pay-for-performance and aligns our executives’ interests with those of our stockholders. A significant portion of our executives’ cash compensation is variable, at risk and tied to the short-term success of the Company. In addition, our long-term equity award program has been and continues to be a substantial component of our executive compensation program, and annual time-vesting and multi-year performance awards motivate our executives to lead the Company to achieve long-term financial goals that are expected to result in increased stockholder value.

We believe that our executive compensation program is designed to enable us to attract, motivate and retain executive talent who are critical to our success. In addition, our executive compensation program is intended to link significant components of our program to the achievement of corporate and individual performance objectives in order to focus our executives’ efforts on building stockholder value, thereby aligning their interests with those of our stockholders.

We encourage our stockholders to review the “Compensation Discussion & Analysis” section as well as tabular and other disclosures in this Proxy Statement for more information.

RECOMMENDATION

As an advisory approval, this proposal is not binding upon us or our Board. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs. Accordingly, the following resolution will be submitted for stockholder approval at the 2025 Annual Meeting of Stockholders:

“RESOLVED, that the stockholders of Hudson Pacific Properties, Inc. approve, on an advisory basis, the 2024 compensation of Hudson Pacific Properties, Inc.’s Named Executive Officers as described in the Compensation Discussion & Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Hudson Pacific Properties, Inc.’s Proxy Statement for the 2025 Annual Meeting of Stockholders.”

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CORPORATE GOVERNANCE

BOARD LEADERSHIP AND STRUCTURE

Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our Board understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may differ depending on the size, industry, operations, history and culture of a company.

Our Board currently believes that our existing leadership structure—under which our Chief Executive Officer serves as Chairman of the Board and the Lead Independent Director assumes specific responsibilities on behalf of the independent directors—is effective, provides the appropriate balance of authority between those who oversee the Company and those who manage it on a day-to-day basis, and achieves the optimal governance model for us and for our stockholders. Mr. Coleman’s knowledge of the issues, opportunities and risks facing us, our business and our industry renders him best positioned among our directors to fulfill the Chairman’s responsibility to develop agendas that focus the time and attention of our Board on the most critical matters. The independent members of our Board selected Mr. Antenucci to serve as Lead Independent Director, whose specific responsibilities include presiding over portions of regularly scheduled meetings at which only our independent directors are present, serving as a liaison between the Chairman and the independent directors, and performing such additional duties as our Board may otherwise determine and delegate.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

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Our Board is not staggered, with each of our directors subject to election annually;

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Of the ten persons who currently serve on our Board, our Board has determined that 9, or 90%, of our directors satisfy the independence standards of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

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At least one of our directors qualifies as an “Audit Committee Financial Expert” under applicable SEC rules and all committee members are independent under applicable NYSE and SEC rules for committee membership;

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Our Bylaws provide that our directors are elected by a majority voting standard in uncontested elections of directors;

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Our stockholders have the power to amend our Bylaws without the concurrence of our Board;

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We have opted out of the control share acquisition statute in the Maryland General Corporation Law, or the MGCL, and have exempted from the business combination provisions of the MGCL any business combination that is first approved by our Board, including a majority of our disinterested directors;

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We do not have a stockholder rights plan;

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We prohibit executives and directors from pledging or hedging our securities; and

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We maintain stock ownership guidelines pursuant to which our NEOs are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary. As of January 1, 2025, each of our NEOs, other than Mr. Diramerian, were in compliance with these guidelines; as of January 1, 2025, Mr. Diramerian was no longer in compliance solely due to fluctuations in our stock price (and not due to the transfer or disposition of his shares of common stock).

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Our Governance Committee regularly reviews our corporate governance posture in light of evolving trends in governance and stockholder rights, and makes recommendations to our Board.

Our directors stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

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NOMINATION PROCESS FOR DIRECTOR CANDIDATES

The Governance Committee is, among other things, responsible for identifying and evaluating potential candidates and recommending candidates to the Board for nomination. The Governance Committee is governed by a written charter, a copy of which is published on the Corporate Governance page of the Investors section of our website at www.HudsonPacificProperties.com.

The Governance Committee regularly reviews the composition of the Board and whether the addition of directors with particular experiences, skills, or characteristics would make the Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills, or characteristics would make the Board more effective, the Governance Committee initiates a search. As a part of the search process, the Governance Committee may consult with other directors and members of senior management, and may hire a search firm to assist in identifying and evaluating potential candidates.

When considering a candidate, the Governance Committee reviews the candidate’s experiences, skills, professional background and perspectives. The Governance Committee also considers whether a potential candidate would otherwise qualify for membership on the Board, and whether the potential candidate would likely satisfy the independence requirements of the NYSE as described below.

Pursuant to our employment agreement with Mr. Coleman discussed below under “Compensation Discussion and Analysis—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table—​Employment Agreements,” we are required to nominate Mr. Coleman for election as a director during his employment term. Candidates are selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent, analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. Other factors include having members with various and relevant career experience and technical skills, and having a Board that is comprised of a broad range of viewpoints, skills, and professional experiences. Where appropriate, we will conduct a criminal and background check on the candidate. In addition, at least a majority of the Board must be independent as determined by the Board under the guidelines of the NYSE listing standards, and at least one member of the Board should have the qualifications and skills necessary to be considered an “Audit Committee Financial Expert” under Section 407 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, as defined by the rules of the SEC.

All potential candidates are interviewed by our Chief Executive Officer and Chairman of the Board and our Governance Committee Chairperson, and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, the General Counsel conducts a review of the director questionnaire submitted by the candidate and, as appropriate, a background and reference check is conducted. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, or add an additional member, or recommends a slate of candidates to the Board for nomination for election as directors. The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

Stockholders may recommend candidates to our Board. Any recommendation should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. All recommendations for nomination received by the Corporate Secretary will be presented to the Governance Committee for its consideration. See “Communications with the Board” on page 32 for more information.

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CONSIDERATION OF BOARD COMPOSITION

The Company recognizes the benefits of having a Board of Directors comprised of individuals with a broad range of experiences and skills. Not only does a broad range of experience promote different perspectives and ideas, and ensure that the Company has the opportunity to benefit from all available talent, but having a well-rounded Board also makes prudent business sense and makes for better corporate governance. We believe that an effective Board will include and make good use of differences in the skills, regional and industry experience, and professional backgrounds of directors. All Board appointments are based on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. The Company’s Nominating and Corporate Governance Committee regularly reviews and assesses Board composition on behalf of the Board and recommends the appointment of new directors.

The Company will continue to ensure that its commitment to excellence is effectively implemented by annually reviewing and assessing the size, composition and operation of the Board, annually considering the recommendation of candidates for appointment or nomination to the Board based upon an assessment of the independence, skills, qualifications and experience of potential candidates and, when required, engaging qualified external advisors to assist the Board of Directors in conducting a search for candidates who meet the Board’s skills criteria. The Board will routinely assess whether the Board is composed of appropriately qualified members with a broad range of expertise relevant to the Company’s business.

BOARD REFRESHMENT AND SUCCESSION PLANNING

We aim for Board seats to be occupied by an effective balance of long-tenured directors and fresh voices. We recognize the value of the knowledge held by those who have served longer terms, and also appreciate the need for new perspectives. We recognize that as our business evolves, so do the qualifications and expertise needed amongst Board members. A graphic summarizing current director tenure can be found on page 9.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from three of its standing committees, the Audit Committee, the Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken and overseeing the management of the Company’s financial risks and information technology risks, including cybersecurity and data privacy risks. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Governance Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

Our non-management directors meet without management present each time the full Board convenes for a regularly scheduled meeting. If the Board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. Mr. Antenucci, our Lead Independent Director, presides over executive sessions of the Board.

BOARD MEETINGS AND ATTENDANCE

The Board held four regularly scheduled meetings and acted by unanimous consent on two occasions during 2024 to review significant developments, engage in strategic planning and act on matters requiring Board approval. All of our incumbent directors attended or participated in at least 75 percent of the Board meetings, and the meetings of committees on which he or she served, during the period that he or she served in 2024. Mr. Burnough did not attend one Board meeting and Mr. Glaser and Mr. Nash each did not attend one Audit Committee meeting.

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While the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, the Board strongly encourages all directors to make attendance at all annual meetings of stockholders a priority. All of our directors except for one attended our 2024 annual meeting of stockholders. The director who was unable to attend was participating in his son’s graduation from college.

BOARD COMMITTEES

Our Board has established five standing committees: an Audit Committee, a Compensation Committee, a Governance Committee, an Investment Committee and a Sustainability Committee. The principal functions of each committee are briefly described below. We comply with the listing requirements of the NYSE, as amended or modified from time to time, and applicable SEC rules with respect to each of these committees. Each of the Audit, Compensation, Governance and Investment committees consists exclusively of independent directors. Our Board may from time to time establish other committees to facilitate the management of our Company.

The Audit Committee, Compensation Committee and Governance Committee charters are available on the Corporate Governance page of the Investors section on our website at www.HudsonPacificProperties.com.

AUDIT COMMITTEE

Our Audit Committee consists of three of our independent directors. We have determined that the Chairperson of our Audit Committee qualifies as an “Audit Committee Financial Expert” as that term is defined by the applicable SEC rules and NYSE corporate governance listing standards. Our Board has determined that each of the Audit Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. The Audit Committee charter details the principal functions of the Audit Committee, including oversight related to:

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Our accounting and financial reporting processes;

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The integrity of our consolidated financial statements and financial reporting process;

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Our systems of disclosure controls and procedures and internal control over financial reporting;

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Our compliance with financial, legal and regulatory requirements;

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The evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

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The performance of our internal audit function; and

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Our overall risk profile, risk assessment and risk management, including overseeing the management of the Company’s financial risks and information technology risks, including cybersecurity and data privacy risks.

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The Audit Committee is also responsible for engaging our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in our annual Proxy Statement. Mr. Linehan is Chairperson, as well as our Audit Committee Financial Expert, and Messrs. Glaser and Nash are members of the Audit Committee. During 2024, the Audit Committee met a total of four times.

Audit Committee Financial Experts

Our Board has determined that Mr. Linehan qualifies as an “Audit Committee Financial Expert,” as this term has been defined by the SEC in Item 407(d)(5)(ii) of Regulation S-K. Messrs. Linehan, Nash and Glaser were each determined by our Board to be “financially literate” in accordance with SEC rules, including based on their prior

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experience: Mr. Nash has a Bachelor of Science degree in Accounting and Finance and a master’s degree in Finance, and Mr. Glaser has extensive experience in financial oversight.

Our Board determined that Mr. Linehan qualifies as an “Audit Committee Financial Expert” as a result of the following relevant experience, which forms of experience are not listed in any order of importance and were not assigned any relative weights or values by our Board in making such determination:

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Mr. Linehan received a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara;

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Mr. Linehan is a Certified Public Accountant;

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•

Mr. Linehan was previously employed by Kenneth Leventhal & Co. (now Ernst & Young LLP), a Los Angeles-based public accounting firm; and

​

•

Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company since he founded the company in 1993.

​

COMPENSATION COMMITTEE

The Compensation Committee consists of three of our independent directors. The Compensation Committee charter details the principal functions of the Compensation Committee, including:

•

Reviewing and approving, or recommending that the board of directors approve, the compensation of our Chief Executive Officer;

​

•

Reviewing and approving the compensation of all of our other executive officers;

​

•

Reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans;

​

•

Reviewing and discussing annually with management our “Compensation Discussion and Analysis”, preparing the annual compensation committee report;

​

•

Reviewing and making recommendations to Board regarding non-employee director compensation;

​

•

Administering our clawback policy; and

​

•

Overseeing executive officer succession planning, and human capital management and talent development.

​

The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee has delegated authority to our Chief Executive Officer to grant to certain non-executive employees’ equity awards under the Company’s Amended and Restated 2010 Incentive Award Plan, as may be amended from time to time, or the 2010 Plan, as well as take other administrative actions with respect to such equity awards. Mr. Harris is Chairperson and Ms. Haubegger and Mr. Burnough are members of the Compensation Committee. During 2024, the Compensation Committee met five times.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our Governance Committee consists of three of our independent directors. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Governance Committee, including:

•

Identifying and recommending to the full Board qualified candidates for election as directors to fill vacancies on the Board and recommending nominees for election as directors at the annual meeting of stockholders;

​

•

Developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines;

​

•

Reviewing and making recommendations on matters involving the general operation of the Board, including Board size and composition, and committee composition and structure;

​

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•

Recommending to the Board nominees for each committee of the Board;

​

•

Annually facilitating the assessment of the Board’s performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and

​

•

Overseeing the Board’s evaluation of the performance of management.

​

Ms. Wong is Chairperson and Mr. Sholem and Mr. Harris are members of the Governance Committee. During 2024, our Governance Committee held one meeting and met informally with management on several occasions.

INVESTMENT COMMITTEE

Our Investment Committee consists of three of our independent directors. The Investment Committee is tasked with reviewing and recommending acquisition strategies to the full Board and approving the acquisition of certain assets with a purchase price above $150,000,000 and up to the dollar thresholds set by the Board. The Investment Committee may also review and make recommendations to the full Board on acquisition and investment transactions that exceed the Investment Committee’s approval authority. Messrs. Antenucci, Nash, and Linehan are members of the Investment Committee. During 2024, our Investment Committee did not meet.

SUSTAINABILITY COMMITTEE

Our Sustainability Committee is responsible for providing oversight and strategic direction for our corporate responsibility program and advises our SVP, Innovation, Sustainability and Social Impact on key initiatives and goals. Ms. Haubegger is Chairperson and Messrs. Coleman and Sholem are members of the Sustainability Committee. During 2024, our Sustainability Committee held two meetings.

SHAREHOLDER ENGAGEMENT

The Board and our management team consider engaging with shareholders to be an essential component of a strong corporate governance program. We seek to better understand shareholder views on topics material to our business, both financial and non-financial, and believe this feedback to be critical to the Company’s overall success.

Throughout the year, our senior management team engages in regular dialogue with our investors through a variety of outlets. In 2024, we held meetings at four industry conferences, conducted two virtual non-deal road shows, and facilitated 25 group and/or one-on-one property tours or in-person meetings at our offices—cumulatively engaging with 138 unique institutions. We also allocate ample time to communicating with investors via conference calls and emails. Our Chairman is able to relay feedback from these engagement efforts to our Board during our quarterly Board meetings.

We have also reached out to the stewardship teams of our larger shareholders to ensure we are engaging on issues integral to good governance and corporate responsibility. Since the 2024 Annual Meeting, we met or offered to meet with major institutional investors representing more than 61% of our outstanding common stock. These calls were facilitated by members of senior management representing our legal, sustainability and investor relations functions. Robert Harris, an independent director who is the Chair of our Compensation Committee and a member of our Nominating and Corporate Governance Committee, also participated in calls with institutions that hold greater than 5% of shares outstanding or by shareholder request. These proactive conversations have led to the consideration or implementation of meaningful changes to governance practices and related proxy disclosures.

AMENDMENTS TO OUR CHARTER

Amendments to our charter generally require the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. The affirmative vote of holders of shares entitled to cast at least two-thirds of votes entitled to be cast on a matter is required only to amend the provisions of our charter specifying the vote required to remove a director or to amend this voting requirement.

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STOCKHOLDERS’ POWER TO AMEND BYLAWS

Our Bylaws permit our stockholders to amend our Bylaws, without the concurrence of the Board, other than the provisions requiring indemnification of our directors and officers and the provisions governing amendments to the Bylaws, by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company, pursuant to a binding proposal submitted by a stockholder that satisfies the ownership and other eligibility requirements of Rule 14a-8 under the Exchange Act, for the periods and as of the dates specified therein, upon notice given in accordance with the Company’s Bylaws.

DIRECTOR COMPENSATION

Our Board has approved a compensation program for our non-employee directors, or the Director Compensation Program, which governed our 2023 non-employee director compensation. This program is intended to appropriately compensate our directors for the time and effort necessary to serve on the Board.

2024 DIRECTOR COMPENSATION PROGRAM

The 2024 Director Compensation Program consists of the components listed below:

​

(1)

Paid in quarterly installments in arrears.

​

(2)

Valued on the date of grant and vests in three equal installments.

​

We also reimburse each of our non-employee directors for travel expenses incurred in connection with attendance at full Board and committee meetings.

In accordance with our 2010 Plan, the maximum aggregate value of cash compensation and equity-based awards granted to any non-employee director during any calendar year is $500,000.

Ownership Guidelines

We have stock ownership guidelines for our non-employee directors, which require them to hold a number of shares of Company stock having a market value equal to or greater than four times their annual cash retainer. Non- employee directors who are newly subject to the guidelines have until four years from the commencement of his or her election to the Board or from the date on which such director is deemed independent to comply with the guidelines. As of January 1, 2024, all of our directors were in compliance with these guidelines; however, as of January 1, 2025, Christy Haubegger and Andrea Wong were no longer in compliance solely due to fluctuations in our stock price (and not due to the transfer or disposition of their shares of common stock).

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2024 NON-EMPLOYEE DIRECTOR COMPENSATION

The following table provides additional detail regarding the 2024 compensation of our non-employee directors:

​

(1)

Mr. Coleman, our CEO, is not included in this table as he was an employee of the Company in 2024 and did not receive compensation for his services as a director. All compensation paid to Mr. Coleman for the services he provided to us in 2024 is reflected in the Summary Compensation Table.

​

(2)

Reflects cash retainer fees actually paid in 2024.

​

(3)

Each non-employee director serving on our Board on May 15, 2024, the date of our 2024 Annual Meeting of Stockholders, received a grant of RSUs valued at $120,000 on the grant date, with the number of shares determined by dividing $120,000 by the closing price of our common stock on the grant date. Each RSU award will vest, and the restrictions thereon will lapse, in three equal annual installments on each of the first three anniversaries of May 15, 2024, subject to continued service on our Board through the applicable vesting dates. Amounts reflect the full grant-date fair value of RSU awards granted with respect to services performed in 2024 computed in accordance with ASC Topic 718, Compensation—Stock Compensation, or ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to directors in Notes 2 and 15 to the consolidated financial statements contained in our Annual Report on Form 10-K, filed on February 25, 2025. As of December 31, 2024, Messrs. Antenucci, Burnough, Glaser, and Linehan, and Mses. Haubegger and Wong each held 41,201 RSUs, Mr. Harris held 29,475 RSUs, Mr. Nash held 24,530 RSUs, and Mr. Sholem held 40,213 RSUs.

​

(4)

In 2023, Mr. Antenucci elected to receive 100% of his annual and committee cash retainers in fully vested LTIP Units and did not receive a cash amount for Q4 2023 paid in January 2024.

​

(5)

Mr. Harris resigned from our Board on March 13, 2023 and rejoined the Board on November 8, 2023 and received a Q4 2023 adjusted cash amount paid in January 2024.

​

(6)

Mr. Nash was appointed to our Board in January 2024 and did not receive a cash amount for Q4 2023 paid in January 2024. Upon Mr. Nash joining the Board in January 2024, he received a grant of 5,106 RSUs, representing a prorated portion of the annual RSU award granted to our non-employee directors on the date of our 2023 Annual Meeting of Stockholders.

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COMMUNICATIONS WITH THE BOARD

The Board welcomes communications from stockholders. Stockholders and other interested parties may write to the entire Board or any of its members at Hudson Pacific Properties, Inc., c/o Kay L. Tidwell, Executive Vice President, General Counsel, Chief Risk Officer and Secretary, 11601 Wilshire Blvd., Ninth Floor, Los Angeles, California 90025. Stockholders and other interested parties also may e-mail the Chairperson, the entire Board or any of its members c/o kay@hudsonppi.com. The Board may not be able to respond to all stockholder inquiries directly. Therefore, the Board has developed a process to assist it with managing inquiries.

The General Counsel will perform a legal review in the normal discharge of her duties to ensure that communications forwarded to the Chairperson, the Board or any of its members preserve the integrity of the process. While the Board oversees management, it does not participate in day-to-day management functions or business operations, and is not normally in the best position to respond to inquiries with respect to those matters. For example, items that are unrelated to the responsibilities of the Board such as spam, junk mail and mass mailings, ordinary course disputes over fees or services, personal employee complaints, business inquiries, new product or service suggestions,

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résumés and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Chairperson or any other director. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Chairperson or any other director and will not be retained.

Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year and made available to the Chairperson and any other independent director on request. The independent directors grant the General Counsel discretion to decide what correspondence will be shared with our management and specifically instruct that any personal employee complaints be forwarded to our Human Resources Department. If a response on behalf of the Board is appropriate, management gathers any information and documentation necessary for answering the inquiry and provide the information and documentation as well as a proposed response to the appropriate directors. We also may attempt to communicate with the stockholder or interested party for any necessary clarification. Our General Counsel (or her designee) reviews and approves responses on behalf of the Board in consultation with the applicable director, as appropriate.

Certain circumstances may require that the Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter. Nevertheless, the Board considers stockholder questions and comments important, and endeavors to respond promptly and appropriately.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board established a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:

•

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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•

Full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

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•

Compliance with applicable governmental laws, rules and regulations;

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•

Prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons identified in the Code of Business Conduct and Ethics; and

​

•

Accountability for adherence to the Code of Business Conduct and Ethics.

​

Any waiver of the Code of Business Conduct and Ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

The Audit Committee, Compensation Committee and Governance Committee charters, along with the Code of Business Conduct and Ethics and Corporate Governance Guidelines, are available on the Corporate Governance page of the Investors section of our website at www.HudsonPacificProperties.com. In addition, these documents also are available in print to any stockholder who requests a copy from our Investor Relations Department at Hudson Pacific Properties, Inc., 11601 Wilshire Blvd., Ninth Floor, Los Angeles, California 90025, or by email at IR@hudsonppi.com. In accordance with the Corporate Governance Guidelines, the Board and each of the Compensation Committee, Audit Committee and Governance Committee conduct an annual performance self- assessment with the purpose of increasing effectiveness of the Board and its committees. The Company’s website address provided above and elsewhere in this Proxy Statement is not intended to function as a hyperlink, and the information on the Company’s website is not and should not be considered part of this Proxy Statement and is not incorporated by reference herein.

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Insider Trading Compliance Program

We have adopted an insider trading compliance program that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of the NYSE. A copy of our insider trading compliance program is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

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AUDIT AND NON-AUDIT FEES

AUDIT COMMITTEE PRE-APPROVAL POLICY

The Audit Committee’s policy is to pre-approve all significant audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young LLP’s fees for the fiscal years ended December 31, 2024 and December 31, 2023 were as follows (in thousands):

A description of the types of services provided in each category is as follows:

Audit Fees—Includes fees for professional services provided in connection with the audit of the Company’s annual financial statements, review of the quarterly financial statements included in the Company’s quarterly reports on Form 10-Q and other professional services in connection with the Company’s registration statements, securities offerings and audits of financial statements of subsidiaries.

Audit-Related Fees—Includes fees for professional services provided in connection with assurance services on sustainability disclosures and due diligence for acquisitions.

Tax Fees—Includes recurring tax compliance (returns, E&P, etc.) and consultation on various items including cost segregation and transfer pricing.

All of the services performed by Ernst & Young LLP for the Company during 2024 were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy, and the Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.

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AUDIT COMMITTEE REPORT

The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

Although the Audit Committee of the Board of Directors (the “Audit Committee”) oversees our financial reporting process on behalf of the Board of Directors (the “Board”) of Hudson Pacific Properties, Inc., a Maryland corporation, consistent with the Audit Committee’s written charter, management has the primary responsibility for preparation of our consolidated financial statements in accordance with generally accepted accounting principles and the reporting process, including disclosure controls and procedures and the system of internal control over financial reporting. Our independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management.

The Audit Committee has reviewed and discussed with management and our independent registered public accounting firm, Ernst & Young LLP, our December 31, 2024 audited financial statements. Prior to the commencement of the audit, the Audit Committee discussed with our management and independent registered public accounting firm the overall scope and plans for the audit. Subsequent to the audit and each of the quarterly reviews, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the results of their examinations or reviews, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of specific judgments and the clarity of disclosures in the consolidated financial statements.

In addition, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under Auditing Standard 1301 (previously Auditing Standard No. 16), “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (PCAOB). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm its independence from us and considered the compatibility of non-audit services with its independence.

Based upon the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

Mark D. Linehan
Michael Nash
Jonathan M. Glaser

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EXECUTIVE OFFICERS

Hudson Pacific Properties, Inc.’s executive officers are as follows:

The following section sets forth certain background information regarding the executive officers of Hudson Pacific Properties, Inc., excluding Victor J. Coleman, who is described on page 10 under “Proposal No. 1—Election of Directors”:

Mark T. Lammas serves as the Company’s President and Treasurer. He previously served as our Chief Operating Officer and Chief Financial Officer, after joining our predecessor, Hudson Capital, LLC, in September 2009. Before that time, Mr. Lammas was an Executive Vice President of Maguire Properties, Inc. where oversaw capital market transactions, including investments, secured and unsecured financings, and equity offerings. He also acted as its principal liaison with institutional partners, since first joining that company as its General Counsel in 1998, then assuming other senior executive responsibilities after Maguire Properties went public on the NYSE in 2003. Prior to joining Maguire Properties in 1998, Mr. Lammas was an attorney with Cox, Castle & Nicholson LLP, where he specialized in representing developers and institutional investors in their acquisition, development, financing, investing, and entity structuring and restructuring activities. Mr. Lammas is a member of the University of California, Berkeley Political Economy Advisory Board. He is a graduate of the University of California, Berkeley School of Law, where he received the Prosser Award in Land Use Law. Mr. Lammas obtained his Bachelor of Arts degree from the University of California, Berkeley in Political Economy, graduating summa cum laude and Phi Beta Kappa.

Harout Diramerian joined our Company in July of 2010 and serves as our Chief Financial Officer. He previously served as Chief Accounting Officer. Prior to joining us, Mr. Diramerian was Vice President of Finance and Analysis at Thomas Properties Group, Inc., or TPG, where he was responsible for corporate level earnings and cash flow projections, net asset valuations, and corporate finance forecasting and analysis. Mr. Diramerian was instrumentally involved in all equity offerings at TPG, including its initial public offering, secondary offering, private placements and an at-the-market equity offering. When he started at TPG in 2003, his primary focus was managing the joint venture relationships and leading the related financial reporting efforts. In addition, Mr. Diramerian was also involved with leading the budgeting and forecasting processes as well as tracking and analyzing property performance. Prior to joining TPG, Mr. Diramerian spent a total of eight years in real estate practice groups, first at Nanas, Stern, Biers, Neinstein and Co. LLP, then at Arthur Andersen LLP, and lastly at KPMG LLP, where he was a manager. Mr. Diramerian is a graduate of the University of California, Santa Barbara, and holds a Bachelor of Arts degree in Business Economics with an emphasis in accounting.

Arthur X. Suazo joined our Company in July of 2010 and serves as our Executive Vice President, Leasing. Prior to his current role, Mr. Suazo served as Director of Brokerage Services for Cushman & Wakefield from 2008 and served as Senior Portfolio Leasing Manager for Arden Realty from 1997 to 2006. He formerly served on the board of directors for CareAmerica Federal Credit Union as well as the Collegiate Search Youth Foundation. Mr. Suazo earned his Bachelor of Arts in Business and Healthcare Management from California State University, Northridge.

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Drew Gordon joined our Company in February of 2011 and serves as the Company’s Chief Investment Officer. Prior to joining the Company, Mr. Gordon served for one year as Executive Vice President and Chief Investment Officer for Venture Corporation, where he focused on acquiring distressed commercial loans and properties. In 2009, Mr. Gordon formed Gordon Realty Investments, a San Francisco-based real estate advisory firm. From 2004 to 2008, Mr. Gordon was Partner and Director of Acquisitions at ATC Partners, a full-service real estate firm in San Francisco, where he focused on acquisitions and repositions of West Coast office properties and oversaw the acquisition of more than $110 million of office investments in the San Francisco Bay Area and other major West Coast cities. From 1998 to 2004, Mr. Gordon served as Senior Vice President and Development Manager for SKS Investments in San Francisco, an investor, advisor and developer of commercial real estate properties in the Western U.S. While in this role, Mr. Gordon directed and executed the planning, entitlement, design and construction of nearly 1 million square feet of class-A office and residential base building redevelopment and ground-up development. Prior to that he served as Project Manager/Construction Manager for Hines Interests in San Francisco where he managed and directed over 2.4 million square feet of tenant improvement projects and was involved in nearly $1 billion of base building development projects. He currently serves on the board of directors of the City of Hope Real Estate Council, and recently served on the board of the San Francisco Bay Area Chapter of NAIOP, of which he is now a member of the Advisory Council. Mr. Gordon graduated with honors from the University of Western Ontario in London, Ontario, Canada, with a Bachelor of Social Science degree in the Urban Development Program.

Christopher J. Barton serves as Executive Vice President, Development and Capital Investments, and formerly served as Executive Vice President, Operations and Development since our IPO. Prior to the formation of our ompany, Mr. Barton served as Vice President of Construction & Development of our predecessor, Hudson Capital, LLC, where he was responsible for property operations and development. He also managed the development and construction of the Technicolor Building and capital investment activity at the Sunset Gower and Sunset Bronson properties. Mr. Barton has over 30 years of experience in development and construction, encompassing mixed use, office, industrial, and residential projects, from conceptual site plan analysis and entitlements through completion. Prior to joining Hudson Capital, LLC in November 2006, Mr. Barton served as First Vice President for Arden Realty, Inc., from January 1997, where he was responsible for conceptual development, land entitlements, financial analysis and construction management for all real estate developments, including the Howard Hughes Center project, a planned 2.7 million square foot mixed-use development in Los Angeles, California. Before his tenure at Arden Realty, Inc., Mr. Barton was Project Manager at Beers-Skanska Construction Company where he managed large-scale construction projects in the southeast United States, including the Celebration Place office building complex for Walt Disney Company in Orlando, Florida. He currently serves on the board of governors of the Los Angeles Chamber of Commerce. Mr. Barton holds a Bachelor of Science degree from Purdue University and Master of Business Administration degree in both Real Estate and Finance from the University of Georgia.

Steven Jaffe joined our Company in August of 2015 and serves as our Executive Vice President, Business Affairs. He previously served as our Chief Risk Officer. Prior to joining us, he served as Chief Investment Officer and Principal of BH Properties, a private real estate investment company, where he focused on acquisitions, dispositions and the marketing of the company. During his tenure at BH Properties, he also served as Executive Vice President and General Counsel. Prior to joining BH Properties, he served as General Counsel at the real estate investment trust Alexander Haagen Properties/Center Trust. Previously, he worked at the law firms of Russ August and Kabat and Pircher, Nichols and Meeks LLP. Mr. Jaffe earned his Bachelor of Arts in English from the University of California, Berkeley and his Juris Doctor from the University of California College of the Law, San Francisco.

Dale Shimoda has served as Executive Vice President, Finance since our IPO. Prior to the formation of our Company, Mr. Shimoda was a consultant to our predecessor, Hudson Capital, LLC, on various financial and operational matters, primarily related to its studio properties at Sunset Gower and Sunset Bronson. Prior to his engagement with Hudson Capital, LLC, Mr. Shimoda was Vice President of Acquisitions at Arden Realty, Inc., where he underwrote and performed due diligence on most of that company’s acquisitions. Mr. Shimoda has also worked in capital transactions at the Yarmouth Group, a New York-based pension fund advisor owned by Lend Lease, and as a management consultant at Ernst & Young LLP and Robert Charles Lesser & Co. Mr. Shimoda is a graduate of the University of California, Berkeley, Haas School of Business.

Kay L. Tidwell joined our Company in 2010 and serves as Executive Vice President, General Counsel and Chief Risk Officer. She is responsible for the Company’s corporate legal function, overseeing corporate governance matters, SEC and NYSE compliance, insurance and litigation, as well as managing outside counsel. Prior to joining us,

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Ms. Tidwell was an attorney with the global law firm of Latham & Watkins LLP, where she began her legal career in the Los Angeles office, advising on a wide variety of corporate and securities matters, including our IPO. She also worked as the U.S. associate in the German offices of Latham & Watkins, and has worked in the legal department of Deutsche Bank in Germany and served as a U.S. legal advisor to the German Federal Ministry of Justice as a Robert Bosch Foundation Fellow. She is a member of the Women’s Leadership Council in Los Angeles and has served as the Chairperson of the Nareit Corporate Governance Council. Ms. Tidwell serves on the board of RF Industries, Ltd (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems,and is a member of its compensation committee and chair of its nominating and corporate governance committee. She also serves on the board of Elemental Music, a non-profit providing after-school music ensembles for elementary, middle and high school students. Ms. Tidwell received a Bachelor of Arts degree in English, magna cum laude, from Yale College and a Juris Doctor degree from Yale Law School.

Andy Wattula joined our Company in October 2017 and serves as the Company’s Chief Operating Officer. Prior to joining the Company, Mr. Wattula served as Managing Director with Beacon Capital Partners in Seattle, Washington, where he oversaw asset management and operations of Beacon Capital Partners’ properties in the Pacific Northwest, as well as acquisitions and development in the region. From 2006 to 2012, Mr. Wattula served as a Director with Hines in Seattle, Washington, focused on acquisitions, development and leasing of projects in the area. From 1997 to 2004, Mr. Wattula served as a Naval Flight Officer in the United States Navy. Mr. Wattula earned a Bachelor of Arts degree in Psychology from Vanderbilt University and a Master of Business Administration degree from Harvard Business School.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the principles underlying the material components of our executive compensation program for our executive officers who are named in the “Summary Compensation Table” below and the factors relevant to an analysis of the compensatory policies and decisions. Our NEOs and their positions during 2024 were:

•

Victor J. Coleman, Chief Executive Officer and Chairman of the Board;

​

•

Mark T. Lammas, President and Treasurer;

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•

Harout Diramerian, Chief Financial Officer;

​

•

Arthur X. Suazo, Executive Vice President, Leasing; and

​

•

Drew Gordon, Chief Investment Officer.

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EXECUTIVE SUMMARY

Hudson Pacific Properties, Inc. is the only publicly traded REIT focused on acquiring, transforming, developing, leasing and operating premier real estate and related services demanded by the dynamic and synergistic tech and media industries. Our unique business model has evolved from a traditional office REIT to a dynamic real estate company that provides end-to-end real estate solutions for tech and media tenants. As we continue on this transformative path, we remain committed to deliver long-term value creation for our stockholders.

BUSINESS AND PERFORMANCE

Key financial and operating performance highlights for the year ended December 31, 2024 include:

•

Executed on 316 new and renewal leases totaling 2.0 million square feet, nearly 20% higher than 2023, and with new deals comprising 60% of all activity, the highest level since 2019. Significant leases (over 50,000 square feet) included:

​

•

157,000-square-foot new lease with the City and County of San Francisco at 1455 Market with a 21-year term

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•

83,000-square-foot new direct lease with Salesforce’s sub-tenant at Rincon Center with an approximately three-year term

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•

82,000 square feet of new and renewal leases with consumer electronics company TDK InvenSense at Concourse with an eight-year term

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•

54,000-square-foot new lease with a software company at Bentall Centre with an approximately 11‑year term

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•

Completed Sunset Glenoaks, a seven-stage, 241,000-square-foot studio development in Los Angeles, and Washington 1000, a 546,000-square-foot office development in Seattle

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•

Progressed Sunset Pier 94, a six-stage, 232,000-square-foot studio development in Manhattan, set to deliver year-end 2025, with no further equity required from the Company to complete

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•

Purchased for $43.5 million (before prorations and closing costs) our joint venture partner’s 45% ownership interest in 1455 Market in San Francisco, and subsequently signed the aforementioned lease with the City and County of San Francisco, the largest lease signed in downtown since 2021

​

•

Sold one and placed under contract to sell another non-core office asset for a total of $47.8 million (before prorations and closing costs), and used net proceeds to repay amounts on the Company’s unsecured revolving credit facility:

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•

3176 Porter, a 47,000-square-foot office property in Palo Alto, California, for $24.8 million (closed fourth quarter 2024)

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•

Foothill Research Center, a 195,121-square-foot office property in Palo Alto, California, for $23.0 million (closed first quarter 2025)

​

•

Executed on cost-cutting initiatives, including reducing G&A expense by $3.6 million compared to the Company’s initial guidance, and Quixote studios and services operating expenses by $7.5 million (annualized), with further savings in both categories anticipated this year

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•

Following a favorable amendment to modify certain definitions and covenant calculations and adjust lender commitments from $900 million to $775 million, which was completed in first quarter 2025, but effective as of fourth quarter 2024, the Company ended the year with $518.3 million of total liquidity (excludes undrawn capacity under construction loans)

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•

Maintained a quarterly dividend on our 4.750% Series C cumulative preferred stock of $0.296875 per share, equivalent to an annual rate of $1.18750 per share

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Issued annual Better BlueprintTM report highlighting 2023 sustainability accomplishments, with ongoing recognition from GRESB, ENERGY STAR, Newsweek, Fitwel and S&P Global, among others during the 2024 calendar year

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Received numerous corporate responsibility awards and recognition in the 2024 calendar year including:

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GRESB Global Sector Leader, Office Americas and 5-Star Rating

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ENERGY STAR Partner of the Year and Sustained Excellence

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Newsweek America’s Most Responsible Companies

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Fitwel Champion

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S&P Global Sustainability Yearbook

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Green Lease Leader, Silver Leader

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BC’s Top Employers

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2024 EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to motivate and reward management for delivering market-leading operating and financial results that lead to long-term value creation for our stockholders while balancing our evolving platform and business strategy. In 2024, we remained focused on positioning ourselves for growth as the office and studio businesses continue to recover from the prolonged impact of macroeconomic factors, the lingering impacts of remote work on the office sector, and the historic and prolonged studio-related strikes, and accordingly made certain changes to our executive compensation program to support this initiative.

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No Increases to Cash Compensation. Our NEOs’ cash compensation opportunities, including base salary and cash bonus opportunities, have not been increased since 2022 and remain unchanged for 2025.

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Long-Term Incentive Program Redesign. Our historical long-term incentive program structure balanced operational performance achievements with stock price performance. Given the continued challenges faced in our sector, our Compensation Committee, with consultation from Ferguson Partners Consulting (FPC), the Committee’s independent compensation consultant, determined that it was appropriate to reevaluate our historical practice in order to keep our NEOs focused on stock price growth and shareholder alignment as they seek to position our portfolio for growth while balancing retention, as further described in the next bullet.

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Emphasis on Long-Term Stock Price Growth. In 2024, our CEO, our President and our CFO received “upfront” equity awards sized to cover two years of grants (i.e., grants for 2024 and 2025) in order to encourage retention, stockholder alignment and stock price recovery. 50% of the awards are in the form of performance-based LTIP units that are earned only to the extent that we are able to achieve sustained long-term stock price growth during a five-year performance period from 2026 – 2030. They also contain a time-vesting component and a two-year post-vesting holding period. The remaining 50% of the awards are in

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the form of time-based LTIP units with a five-year vesting period, with an additional three-year post-vesting holding period. We believe the time-vesting and post-vesting holding period requirements of these awards ensure long-term alignment with our stockholders.

Executive Pay and Financial-TSR Alignment

While our LTI redesign directly aligns our top NEOs with our stock price recovery, our historical and outstanding programs are also meaningfully tied to both financial and stock price performance. To the extent that we do not achieve strong absolute and relative returns, payouts are materially impacted. Additionally, performance-based and time-based equity awards granted to our NEOs have a two- to three-year, respectively, mandatory post-vest holding period, thereby further aligning our executives to the same stock price fluctuations as our stockholders over a long-term horizon. 2024 alignment between compensation and our financial and TSR performance is highlighted below:

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No Payout Earned Under the 2022 Relative TSR Performance Units. Our 2022 Performance Unit program completed its three-year performance period on December 31, 2024 and earned 0% under the relative TSR component.

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40% Reduction to the 2022 Operational Performance Units. Potential payouts under the operational component were reduced by 40% based on our three-year absolute TSR performance.

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Direct Impact of TSR on CEO Compensation

As noted above, our 2022 Performance Unit program completed its three-year performance period on December 31, 2024. For the second consecutive year, the program earned 0% under the relative TSR component and potential payouts under the operational component were reduced by 40%. The following illustrates the earned value of our CEO’s 2022 Performance Unit Award as of December 31, 2024, of which only 9% of the reported grant date value was actually earned at the conclusion of the three-year period (consistent with our pay-for-performance philosophy).

2022 Performance Unit Award

January 1, 2022—December 31, 2024

(1)

Based on Performance Units earned at 92% of target based on the closing price of the Company’s common stock as of December 31, 2024 of $3.03. Earned units are subject to an additional two-year post vest holding period.

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(2)

Reflects the grant date fair value of our CEO’s 2022 Performance Unit Award as reported in our 2023 Proxy Statement.

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KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program utilizes a competitive pay-for-performance structure that is designed to:

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Attract and retain high-caliber executive officers;

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Reward the accomplishment of short-term financial and operational performance objectives and ensure that executive compensation is significantly tied to long-term stockholder returns; and

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Motivate strong performance results for long-term stock price growth.

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Our Compensation Committee continues to proactively monitor and review our compensation program in an effort to ensure that it reflects best practices and ties significant components of pay to performance. Over the years, the Compensation Committee has considered (i) relevant market pay practice at other office REITs, (ii) current best practice in plan design, and (iii) retention and succession planning.

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Accordingly, we have implemented a pay-for-performance compensation structure that includes the following key elements for 2024:

KEY COMPENSATION PRACTICES

The following highlights several key principles of our executive compensation program. We believe these practices reflect strong governance and serve the interests of our stockholders.

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Majority of executive compensation is at-risk, performance-based and tied to the achievement of financial and operational goals and stock price performance

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Appropriate balance between short-term and long-term incentive measures

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Formulaic cash bonus program based on a majority of objective corporate factors

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Performance awards include rigorous stock price hurdles designed to reward long-term performance

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Mandatory post-vest holding period of 3 years for our time-based equity awards and 2 years for any earned Performance Unit awards

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Transparency with our stockholders on our compensation program, decisions and practices

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Anti-hedging and anti-pledging policies

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Clawback policy that applies to our executive officers and requires our recoupment of erroneously-paid compensation in the event of a financial restatement

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Significant share ownership requirements, including 10x base salary for the CEO and 3x base salary for other NEOs

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Engagement of an independent compensation consultant to advise the Compensation Committee on executive compensation matters

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PAY MIX

The Compensation Committee is guided by the following principles in determining an appropriate compensation mix:

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Fixed cash compensation should represent the smallest component of executive officer compensation;

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The majority of executive officer compensation should be variable and heavily dependent upon the achievement of rigorous and objective performance requirements; and

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The majority of executive officer compensation should be in the form of equity-based incentives that provide direct alignment with our stockholders.

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Although the Compensation Committee does not target any particular peer group percentile when determining an appropriate compensation mix, the overall compensation structure should provide competitive compensation opportunities that will result in overall compensation at the higher-end of the peer range and that is attractive relative to compensation available at successful competitors if our performance exceeds expectations. Conversely, if the Company’s performance is below expectations and peer levels, it will result in overall compensation that is at the low end of the peer range and is less than those amounts paid at more successful competitors.

For 2024 performance, the total target direct compensation opportunity was allocated as follows:

The above includes the annualized value of the upfront time-based equity awards granted in 2024 to Messrs. Coleman, Lammas and Diramerian as these awards are intended to cover two years of annual grants and includes the 2024 annual time-based equity awards to Messrs. Suazo and Gordon.

2024 SAY-ON-PAY VOTE

We provide our stockholders with the opportunity to vote annually on the advisory approval of the compensation of our NEOs (a “say-on-pay proposal”). At our 2024 annual meeting, approximately 91.3% of votes cast were voted in favor of our say-on-pay proposal, which we believe affirms our stockholders’ support of our approach to our executive compensation program. Our say-on-pay vote is currently held on an annual basis, consistent with the preference expressed by a majority of our stockholders.

The Compensation Committee will continue to consider the outcome of our say-on-pay proposals when making future compensation decisions for our NEOs.

EXECUTIVE COMPENSATION PROCESS

Objectives of Our Compensation Program

Our executive compensation philosophy is designed to accomplish the following objectives:

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To attract, retain and motivate a high-quality executive management team capable of creating long-term stockholder value;

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To provide compensation opportunities that are competitive with the prevailing market, are rooted in a pay-for-performance philosophy, and create a strong alignment of management and stockholder interests; and

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To achieve an appropriate balance between risk and reward in our compensation programs that does not incentivize unnecessary or excessive risk-taking.

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How We Determine Executive Compensation

ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee determines compensation for our NEOs and consists of three independent directors. The purpose and responsibilities of the Compensation Committee include the following:

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Review and approve corporate goals and objectives relevant to the compensation of the officers of the Company and the CEO, as well as evaluate the CEO’s performance and determine and approve the CEO’s compensation level based on this evaluation;

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Review any market-based compensation data provided by its compensation consultant, as described in greater detail below;

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Make recommendations to the Board with respect to the compensation of non-employee directors;

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Work with its compensation consultant to implement compensation policies aligned with our executive compensation objectives; and

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Continue to consider additional factors that may be appropriate for inclusion in our long-term compensation philosophy.

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The Compensation Committee operates under a written charter adopted by our Board, a copy of which is available on our website at www.HudsonPacificProperties.com. Information contained on our website is not incorporated by reference into this Proxy Statement, and you should not consider information contained on our website to be part of this Proxy Statement.

ENGAGEMENT OF COMPENSATION CONSULTANT

The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In 2024, the Compensation Committee engaged FPC to provide market-based compensation data and to advise on industry trends and best practices.

Other than advising the Compensation Committee as described above, FPC did not provide any services to the Company in 2024. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with FPC. The Compensation Committee has considered the independence of FPC, consistent with the requirements of NYSE and SEC rules, and has determined that FPC is independent and that there is no conflict of interest resulting from retaining FPC.

ROLE OF MANAGEMENT AND THE CHIEF EXECUTIVE OFFICER

The CEO provides the Compensation Committee with input on individual performance of all of his direct reports. The other NEOs do not play a role in determining their own compensation, other than discussing their performance

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with our CEO and assisting in the identification of appropriate cash bonus goals. During 2024, the Compensation Committee held meetings both independently and with the participation of our CEO. The Compensation Committee’s compensation consultant also participated in select meetings, at the committee’s request.

How We Use Peer Group Data

Each year, the Company reviews the peer group (the “Executive Compensation Peer Group”) to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPC prepared for the Compensation Committee a peer group using the following selection criteria:

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Office sector REITs that invest in Class “A” space in high barrier-to-entry markets;

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Select diversified REITs that own a large office portfolio; and

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Peer companies that generally range in size from approximately 0.5x to 2.5x of our total enterprise value of implied equity market capitalization, while also being sensitive to peer group continuity and market fluctuations.

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In 2024, no changes were made to our peer group based on an assessment of the above. Our peer group had a median enterprise value(1) of $6.6B, compared to Hudson Pacific Properties at $5.7B, and included the following companies:

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(1)

Per S&P Global Market Intelligence as of December 31, 2024.

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The Compensation Committee uses the peer group data as one tool in assessing and determining pay for our NEOs. Peer group data is intended to provide the Compensation Committee with insight into the overall market pay levels, market trends, best governance practices and industry performance. The compensation analysis for the peer group provided an overview of typical compensation components (e.g., base salaries, annual bonuses and long-term equity incentives), as well as the range of compensation levels by position, in each case, generally found within the relevant peer group. The peer group compensation analysis prepared by FPC was used by the Compensation Committee for informational purposes only and to assess the competitiveness of each NEO’s overall compensation.

ELEMENTS OF EXECUTIVE OFFICER COMPENSATION

We design the principal components of our executive compensation program to achieve one or more of the principles and objectives described above. We view each component of our executive compensation program as related but distinct, and we regularly reassess the total compensation of our executive officers to ensure that our overall compensation objectives are met. Compensation of our NEOs consists of the following elements:

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Base salary;

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Annual performance-based cash bonuses;

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Time-vesting equity incentive compensation grants, for certain NEOs, and multi-year equity-based performance equity award programs;

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Severance and change in control benefits; and

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Retirement, health and welfare benefits and certain limited perquisites and other personal benefits.

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Our compensation programs are designed to be flexible and complementary, and to collectively serve all of the executive compensation principles and objectives. In addition, the compensation levels of our NEOs reflect to a significant degree the varying roles and responsibilities of such executives.

The following is a discussion of the primary elements of 2024 compensation for each of our NEOs.

Base Salaries

Base salaries are approved and periodically reviewed by the Compensation Committee. We believe that these salary levels provide appropriate levels of fixed income based on the background, qualifications and skill set of each executive.

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No formulaic base salary increases are provided to our NEOs; however, the Compensation Committee may adjust base salaries in connection with its periodic review.

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While the Company does not target any particular peer group percentile for salaries (or any other compensation element), the Compensation Committee does factor peer group salaries into the overall decision-making process and determined these levels were appropriate in the context of each individual’s role, responsibility and performance.

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In December 2023, the Compensation Committee reviewed base salaries for the NEOs based on competitive market data, internal equity factors, individual performance, and individual roles and responsibilities. Based on this competitive review, the Compensation Committee determined to not increase executives’ base salaries for 2024. The following table sets forth the 2024 base salaries for each of our NEOs:

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Cash Bonuses

During 2024, our NEOs were eligible for annual cash bonus payments based in part upon:

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Achieving objective financial performance goals during the year, and

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The Compensation Committee’s review of other key corporate performance factors and each NEO’s individual performance.

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2024 Cash Bonus Opportunities

Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation dependent on Company and individual performance.

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