HHH DEF 14A

Howard Hughes Holdings Inc. (HHH)

DEF 14A 2026-08-19 For: 2026-09-30

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Added on August 19, 2026

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	1			Election to our Board of Directors of the eleven director nominees named in the attached Proxy Statement for a one-year term
	2			An advisory (non-binding) vote to approve executive compensation (Say-on-Pay)
	3			Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026
	4			Transaction of such other business as may properly come before our 2026 Annual Meeting of Stockholders

	PROXY SUMMARY					1
	2026 Annual Meeting Information					1
	Matters to be Voted on at our 2026 Annual Meeting					1
	Director Nominees					2
	Governance Highlights					3
	Executive Compensation Highlights					4
	PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 30, 2026					5
	Questions and Answers Regarding this Proxy Statement and the Annual Meeting					5
	MATTERS RELATED TO CORPORATE GOVERNANCE, BOARD STRUCTURE, DIRECTOR COMPENSATION AND STOCK OWNERSHIP					10
	Corporate Governance					10
	Risk Management					11
	Director Independence					12
	Director Nominations					12
	Qualifications					12
	Stockholder Recommendations					13
	Stockholder Engagement					14
	Communications with the Board					14
	Codes of Business Conduct and Ethics					14
	THE BOARD, ITS COMMITTEES AND ITS COMPENSATION					15
	The Board					15
	Board Committees					15
	Audit					17
	Compensation					17
	Nominating and Corporate Governance					18
	Technology					18
	Commitment of our Board					19
	Board and Committee Evaluations					20
	Evaluations – A Multi-Step Process					20
	2025 Director Compensation					21
	Stock Ownership Guidelines					24
	SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL HOLDERS					25
	Directors and Executive Officers					25
	Five-Percent Holders					27
	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE					28

	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					28

	RELATED-PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS					29
	Related-Party Transactions Policy					29
	Pershing Square Agreements					29
	Registration Rights Agreement					29
	Pershing Square Purchase of Common Stock					30
	SEG Spinoff; Pershing Square Standby Purchase Agreement					30
	Pershing Square 2025 Purchase of Common Stock					30

	PROPOSAL NO. 1 – ELECTION OF DIRECTORS					37

	PROPOSAL NO. 2 – ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION					43

	PROPOSAL NO. 3 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2026					44
	Relationship with Independent Registered Public Accounting Firm					44
	Independent Registered Accounting Firm Fees					45
	Pre-Approval Policies and Procedures					45
	AUDIT COMMITTEE REPORT					46

	EXECUTIVE OFFICERS					48

	COMPENSATION DISCUSSION AND ANALYSIS					53
	Executive Compensation					53
	Executive Summary					53
	Financial and Operational Highlights					54
	2025 Compensation Highlights					56
	Compensation and Governance Best Practices					56
	Compensation Philosophy and Objectives					57
	Key Elements of Executive Compensation Program					61
	COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION					72

	EXECUTIVE COMPENSATION					73
	Summary Compensation Table					73
	2025 Grants of Plan-Based Awards					75
	Employment Arrangements with the NEOs					76
	David O’Reilly					76
	Carlos A. Olea					77
	Joseph Valane					79
	Doug Johnstone					81
	Andrew Davis					82
	L. Jay Cross					82
	Employment Agreements – Definitions					83
	Outstanding Equity Awards at Fiscal Year-End					84
	2025 Option Exercises and Stock Vested					86
	Nonqualified Deferred Compensation					86
	Potential Payments Upon Termination or Change in Control					86
	Pay Ratio Disclosure					88
	Pay vs. Performance					88

	STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS					92

	OTHER MATTERS					92

	ANNEX A

				Wednesday, September 30, 2026						9:00 a.m. Eastern Time
				Record Date August 17, 2026						787 7th Ave., Auditorium New York, NY 10019

Proposal		Board Recommendation	Page
1	Election of directors	FOR each director nominee	37
2	Advisory (non-binding) vote to approve executive compensation	FOR	43
3	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026	FOR	44

				9950 Woodloch Forest Drive, Suite 1100 The Woodlands, Texas 77380
				Notice of 2026 Annual Meeting of Stockholders

	Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to Be Held on September 30, 2026

	Our Proxy Statement, Annual Report to Stockholders and other materials are available on our website and at www.proxyvote.com

				To what do these proxy materials relate?
				These materials are being provided in connection with the solicitation of proxies by the Board for use at the Company’s 2026 annual meeting of stockholders or any postponement or adjournment thereof (the “Annual Meeting”). Accordingly, the Company sent these proxy materials on or about August 19, 2026 to stockholders entitled to notice of, and to vote at, the meeting. Stockholders will receive the proxy materials via email or have the ability to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found below in this Q&A. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. The Annual Meeting will be held at 9:00 a.m., Eastern Time, on Wednesday, September 30, 2026, at 787 7th Avenue, Auditorium, New York, NY 10019.
				How can I get electronic access to the proxy materials?
				The Company’s proxy materials are available on the Company’s website at www.howardhughes.com under the “Investors” tab. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet. If you previously elected to access your proxy materials electronically, you will not receive printed proxy materials in the mail. Instead, you have received an email with a link to the proxy materials and voting instructions. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you, which should result in lower costs associated with the Annual Meeting. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

				What is included in the proxy materials?
				The proxy materials include: • the Company’s Notice of the Annual Meeting; • this Proxy Statement for the Annual Meeting; and • the Company’s Annual Report to Stockholders. If you requested printed versions of these materials by mail, the proxy materials will also include a proxy card (for stockholders of record) or a voting instruction form (for beneficial owners) for the Annual Meeting.

				Who is entitled to vote at the Annual Meeting?
				Holders of Company common stock at the close of business on August 17, 2026 are entitled to receive notice of, and to vote their shares at, the Annual Meeting. As of August 17, 2026, there were 59,719,462 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. If your shares are registered in your name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “stockholder of record.” If your shares are held in an account with a broker, bank or other nominee, you are considered the “beneficial owner.” As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares. Pursuant to the Standstill Agreement, dated May 5, 2025, by and between the Company and Pershing Square Inc., a Nevada corporation (f/k/a Pershing Square Holdco, L.P., a Delaware limited partnership) (“PS Inc.”), for all matters being voted on at the Annual Meeting, the voting power of the shares held by PS Inc., Pershing Square Capital Management, L.P. (“PSCM”), and their respective affiliates will be limited to 40% of the total voting power of the outstanding shares of Company common stock (the “voting cap”), with the excess of any shares held by PS Inc., PSCM and their respective affiliates over the voting cap (the “excess shares”) to be voted by PS Inc., PSCM and their respective affiliates in proportion to the votes cast by stockholders unaffiliated with PS Inc., PSCM and their respective affiliates, or any transferee thereof. This voting cap will be uniformly applied across all matters, except with respect to voting to elect the three PS Board Designees (Messrs. Ackman, Grandisson and Israel), for which no voting cap applies. For additional information, see the section entitled “Related-Party Transactions and Certain Relationships – Pershing Square Agreements – Standstill Agreement” in this Proxy Statement.
				How do I vote?


			How to Vote
			Your vote is important. Please vote as soon as possible by one of the methods shown below.
			In person at the Annual Meeting			All stockholders of record may vote in person at the Annual Meeting. You can request a ballot at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting.
			By telephone			All stockholders of record may vote their shares by calling 1-800-690-6903 toll-free. Submit your vote by telephone until 11:59 p.m. Eastern Time on September 29, 2026. Have your proxy card available and follow the instructions provided by the recorded message to vote your shares. If you are a beneficial owner of shares, you may vote your shares by telephone by following the instructions sent to you by your broker, bank, or other record holder.
			By Internet			All stockholders of record may vote their shares online at www.proxyvote.com. Use the Internet to transmit your voting instructions until 11:59 p.m. Eastern Time on September 29, 2026. Have your proxy card available and follow the instructions on the website to vote your shares. If you are a beneficial owner of shares, you may vote your shares online by following the instructions sent to you by your broker, bank, or other record holder.


			By mail			If you are a stockholder of record, you vote by filling out the proxy card and returning it in the envelope provided, or if you received your proxy materials via email, you may request from us, by following the instructions in the email that you received, printed copies of the proxy materials, which will include a proxy card. If you are a beneficial owner of shares, you may vote your shares by mail by following the instructions sent to you by your broker, bank, or other record holder.

				Internet and telephone voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on September 29, 2026. The availability of Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank, or other holder of record. You should follow the voting instructions in the materials provided to you by your broker, bank, or other holder of record. If you vote on the Internet or by telephone, you do not have to return a proxy card or voting instruction form. If you are located outside the U.S. and Canada, please use the Internet or mail voting procedures. Your vote is important. Your timely response may save us the expense of attempting to contact you again.
				What is householding and how does this affect me?
				We have adopted a procedure approved by the U.S. Securities and Exchange Commission (the “SEC”) called “householding.” Under this procedure, registered stockholders, who have the same address and last name and who receive paper copies of the proxy materials in the mail, will receive only one copy of our proxy materials. This consolidated method of delivery will continue unless one or more of these stockholders notifies us that they would like to receive individual copies of proxy materials. This procedure reduces our printing costs and postage fees. If a stockholder of record residing at such address wishes to receive separate proxy materials in the future, he or she may contact Howard Hughes Holdings Inc., 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, Texas 77380, Attention: Investor Relations, or by calling (281) 929-7700.
				What can I do if I change my mind after I submit my proxy?
				If you are a stockholder of record, you can revoke your proxy at any time before it is exercised by: • delivering written notice revoking your proxy to the Corporate Secretary at the Company’s address set forth above; • timely delivering a new, later-dated proxy using one of the methods described above; or • voting in person at the Annual Meeting. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.
				What shares are included in my proxy?
				If you are a stockholder of record, you will receive one proxy card for all your shares that are registered in your name with the Company’s transfer agent. If you are a beneficial owner of shares, the voting instructions you receive from your broker, bank or other nominee will indicate the number of shares of Company common stock held by them on your behalf. If you received more than one proxy card or voting instruction form, then your shares are likely registered in more than one name with the Company’s transfer agent and/or held in more than one account with your broker, bank, or other nominee. Please complete, sign, date and return each proxy card and/or voting instructions to ensure that all your shares are voted.

				What happens if I do not give specific voting instructions?
				All properly executed proxies, unless revoked as described above, will be voted at the Annual Meeting in accordance with your instructions. If a properly executed proxy gives no specific instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting. If you are a beneficial owner of shares and do not provide your broker, bank, or other nominee with specific voting instructions, then under the rules of the New York Stock Exchange (the “NYSE”), they may only vote on matters for which they have discretionary power to vote. If your broker, bank, or other nominee does not receive instructions from you on how to vote your shares and they do not have discretion to vote on the matter, then the broker, bank, or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. Your broker, bank or other nominee is permitted to vote on your behalf, without instructions, on ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026. However, they will not be permitted to vote on your behalf on the election of directors; the advisory vote on executive compensation; and other matters to be considered at the Annual Meeting, unless you provide specific instructions by completing and returning a properly executed proxy or following the instructions provided to you to vote your shares. For your vote to be counted, you need to communicate your voting decisions to your broker, bank, or other nominee before the date of the Annual Meeting.
				What constitutes a quorum?
				A majority of the outstanding shares of common stock must be present, in person or by proxy, to constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.
				Who can attend the Annual Meeting?
				The Annual Meeting is open to all. Please note that you must register in advance and present photo identification in order to attend the Annual Meeting. Please see “How do I register for the Annual Meeting?” below for directions on how to register for the meeting.
				How do I register for the Annual Meeting?
				To help ensure an orderly admission process to the Annual Meeting, all stockholders who wish to attend the Annual Meeting must register in advance. To register to attend the Annual Meeting, visit shareholdermeeting.howardhughes.com.

				What will the stockholders vote on at the Annual Meeting, what are the voting requirements for each of the matters to be voted on at the Annual Meeting, and what are the Board’s voting recommendations?

Foundation in Sound Governance Practices
✓	Regular executive sessions of non-management and independent directors	✓	Majority voting with resignation policy for directors in uncontested elections
✓	Annual Board and committee evaluations, including an independent third-party evaluation once every three years	✓	A general prohibition against short sales; investing in publicly traded options; hedging; pledging and margin accounts; and limit orders, in each case, involving Company securities
✓	Directors may contact any employee of our Company directly, and the Board and its committees may engage independent advisors at their sole discretion	✓	Stockholders holding at least 15% of our outstanding shares of common stock can call a special meeting of stockholders
✓	Annual elections of directors (i.e., no staggered board)	✓	Director and executive stock ownership requirements
		✓	Executive Compensation Recoupment Policy

	NOMINATING AND CORPORATE GOVERNANCE			Meetings in 2025: 3
	All Independent			Key Responsibilities
	•Anthony Williams • Thom Lachman • Mary Ann Tighe			• Overseeing the Company’s process for reviewing stockholder proposals submitted under Rule 14a-8 of the Exchange Act • Reviewing and recommending to the Board proposed amendments to the Company’s charter or bylaws • Developing and recommending corporate governance guidelines applicable to the Board and the Company’s employees • Developing criteria and qualifications for directors to be used in identifying, reviewing and selecting director candidates • Identifying and recommending knowledgeable, skilled, and diverse director candidates, including the annual slate of director nominees • Reviewing relationships between directors, the Company and members of management and recommending to the Board whether directors are independent • Evaluating potential successors to the Chairman of the Board and each Board committee • Recommending committee composition and assignments • Evaluating the performance of the Board, its committees, and directors • Providing regular reports to the Board regarding the above responsibilities.

	Key Skills and Experiences Represented
	• Corporate and social governance • Real estate, capital markets, operations, marketing and technology

	TECHNOLOGY			Meetings in 2025: 4
	All Independent			Key Responsibilities
	•David Eun • Thom Lachman • Jean-Baptiste Wautier			• Reviewing and recommending technology strategies and understanding management’s infrastructure to ensure alignment with the Company’s business strategy and objectives • Reviewing and recommending artificial intelligence strategies and understanding management’s infrastructure to ensure alignment with the Company’s business strategy and objectives • Providing strategic advice regarding emerging risks that impact the Company’s future strategy or current operations • Advising on strategic investments in technology and providing guidance on fostering a culture of innovation within the Company, including with respect to artificial intelligence and other emerging technologies • Making recommendations to the full Board for approval of technology investments when necessary • Providing regular reports to the Board regarding the above responsibilities

	Key Skills and Experiences Represented
	• Information technology • Artificial Intelligence • Operations and strategy • Evaluating risks related to technology, insurance and artificial intelligence • Real estate, capital markets, marketing and technology

	Insurance			Meetings in 2025: N/A
				Key Responsibilities
	•Marc Grandisson • William Ackman • Ryan Israel			• Overseeing, reviewing, and discussing with management the strategy, integration, business plan, operating performance, capital allocation, risk profile, and material regulatory and compliance matters of the Company’s insurance business and insurance-related subsidiaries and businesses • Reviewing with management material strategic initiatives, capital actions, transactions, partnerships, reinsurance arrangements, financings, and other significant matters relating principally to the Company’s insurance business before such matters are presented to the full Board, when appropriate • Reviewing with management the insurance business organizational structure, senior management bench strength, succession considerations, and governance framework, and making recommendations to the full Board as the Insurance Committee deems appropriate • Retaining, at the Company’s expense, such legal, financial, actuarial, regulatory, or other advisors as the Insurance Committee deems necessary or appropriate to carry out its responsibilities • Providing regular reports to the Board regarding the above responsibilities

	Key Skills and Experiences Represented
	• Insurance and reinsurance industry expertise • Capital markets and capital allocation • Specialty underwriting and risk management • Investment management • Actuarial and financial expertise • Operations and strategy • Current and prior public company board service

	AUDIT			Meetings in 2025: 5
	All Independent			Key Responsibilities
	•Susan Panuccio • David Eun • Jean-Baptiste Wautier			• Pre-approving auditing services, internal control-related services and permitted non-audit services to be performed for the Company by the independent registered public accounting firm • Reviewing and discussing with management and the independent registered public accounting firm financial statement and disclosure matters • Reviewing the findings and recommendations of the Company’s independent registered public accounting firm and management’s response to the recommendations of that firm • Reviewing and discussing with management and the independent registered public accounting firm the Company’s significant financial and accounting risk exposure • Overseeing the internal audit function • Overseeing compliance with applicable legal and regulatory requirements as it relates to financial reporting • Establishing “whistleblower” procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters • Overseeing cybersecurity, data privacy, and information technology risks • Providing regular reports to the Board regarding the above responsibilities

	Key Skills and Experiences Represented
	• Audit, tax, accounting • Financial Expertise • Preparation or oversight of financial statements • Compliance • Risk management • Technology and operations • Cybersecurity • Current and prior public company board service

Commitment of Our Board – 2025	2025 Meetings
Board		12
Audit		5
Compensation		5
Nominating and Corporate Governance		3
Technology		4
Risk		1
Insurance	(N/A – established June 4, 2026)

	• Questionnaire			The evaluation questionnaire provides director feedback on an unattributed basis, with a focus on: • Organization of the Board; • Board composition and the Company’s strategic imperatives; • Board and committee performance; • Roles and duties of the Board members; • Board involvement and engagement; and • Overall Board and individual director effectiveness
	• One-on-One Discussions			Every third year (most recently in 2023), the N&CG engages an independent third party to conduct one-on-one discussions with each director to solicit additional feedback and provide independent feedback
	• N&CG Review and Analysis			Anonymized written results provided to the N&CG, which reviews and discusses the results at an in-person meeting.
	• Board Review and Analysis			Summary of Board and committee evaluation results presented to the full Board for discussion at an in-person meeting
	• Feedback Incorporated			Policies and practices updated as appropriate as a result of director feedback

	Total
Board Service:
Annual Retainer ($145,000 Restricted Stock Award and $75,000 Cash)		$220,000
Annual Board Chair Retainer		$150,000
Annual Presiding Director Retainer		$50,000
Committee Service:
Annual Audit Committee Chair Retainer		$30,000
Annual Audit Committee Member Retainer		$15,000
Annual Compensation Committee Chair Retainer		$20,000
Annual Compensation Committee Member Retainer		$10,000
Annual N&CG Committee Chair Retainer		$15,000
Annual N&CG Committee Member Retainer		$10,000
Annual Risk Committee Chair Retainer		$15,000(1)
Annual Risk Committee Member Retainer		$10,000(1)
Annual Technology Committee Chair Retainer		$15,000
Annual Technology Committee Member Retainer		$10,000
Annual Insurance Committee Chair Retainer		$15,000
Annual Insurance Committee Member Retainer		$10,000
Special Committee Chair Retainer		$100,000(2)
Special Committee Member Retainer		$75,000(2)

Name(1)	Fees Earned or Paid in Cash ($)		Restricted Stock Awards ($)(2)		Total ($)
William Ackman(3)		–		–		–
Adam Flatto(4)		52,500		–		52,500
David Eun(12)		177,500		145,000		322,500
Ben Hakim(5)		–		–		–
Ryan Israel(6)		–		–		–
Dana Hamilton(7)		85,000		–		85,000
Beth Kaplan(13)		200,516		–		200,516
Thom Lachman		61,250		145,000		206,250
Allen Model(8)		30,000		–		30,000
Susan Panuccio		63,750		145,000		208,750
R. Scot Sellers(9)(10)(11)		240,000		145,000		385,000
Steven Shepsman(14)		209,266		–		209,266
Mary Ann Tighe(17)		95,000		145,000		240,000
Anthony Williams(15)		180,000		145,000		325,000
Jean-Baptiste Wautier(16)		50,000		145,000		195,000

				Proposal No. 3 – Ratification of the Appointment of KPMG LLP
				as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026

	December 31,
	2025			2024
Audit Fees(1)		$	2,639,259		$	2,652,794
Audit-Related Fees(2)(3)			492,845			2,332,726
Tax Fees			–			–
All Other Fees			–			36,300
Total Fees		$	3,132,104		$	5,021,820

	Named Executive Officer			Position
	David O’Reilly			Chief Executive Officer (“CEO”)
	L. Jay Cross+			Former President
	Carlos A. Olea			Chief Financial Officer (“CFO”)
	Joseph Valane*			Chief Legal Officer and Secretary
	Doug Johnstone			President, HHC Hawaii Region & National Condominium Development
	Andrew Davis			HHC Chief Operating Officer

	Compensation Practice			Rationale for Practice
	• We generally make annual long-term equity incentive awards, 50% of which are performance-based. Beginning in 2026, 80% of awards made to Messrs. O’Reilly, Olea, Valane, and Davis will be performance-based.			• We tie a significant portion of compensation to long-term performance.
	• Majority of annual compensation for our NEOs is tied to incentive compensation.			• Our NEOs have an annual performance-based incentive compensation opportunity that is reviewed each year to ensure alignment with our compensation objectives.

	What We Do
	✓			Align Executive Compensation with Company Performance. We tie a majority of executive pay to fully at risk, performance-based cash awards and long-term equity awards.
	✓			Apply Multi-Year Vesting to Equity Incentive Awards. Under our long-term equity incentive program, time-based awards generally vest ratably over three years following the date of grant and performance-based awards generally vest at the end of three years, subject to the satisfaction of performance thresholds.
	✓			Provide Double-Trigger Severance Benefits. In the event of a change in control, equity award vesting is provided to our NEOs only in the event of a qualifying termination following the change in control. Equity awards do not vest solely in connection with a change in control.
	✓			Require Clawbacks. Our Board has adopted an Executive Compensation Recoupment Policy regarding recovery of compensation for fiscal years for which financial results are later restated from executive officers whose fraud or willful misconduct contributed to the need for such restatement. Under the Executive Compensation Recoupment Policy, in such circumstances, our Compensation Committee shall take the actions it considers appropriate, which may include, without limitation, reimbursement of any bonuses paid and recovery of profits received during the applicable period under any equity compensation awards (whether time- or performance-based). In accordance with applicable stock exchange listing requirements, the Executive Compensation Recoupment Policy also requires recoupment of incentive-based compensation received by current or former executive officers in the event that our financial results are later misstated due to material noncompliance with financial reporting requirements, irrespective of any misconduct by, or failure of oversight on the part of, the executive.
	✓			Impose Stock Ownership Guidelines. Our Compensation Committee has adopted stock ownership guidelines for our CEO, Chief Legal Officer & Secretary, and CFO, which require such executive officers to accumulate and hold a meaningful level of stock in the Company.
	✓			Conduct Annual Risk Review. Our Compensation Committee conducts an annual review of the Company’s compensation programs to confirm that there are no compensation-related risks that are reasonably likely to have a material adverse effect on the Company.
	✓			Retain an Independent Compensation Consultant. Our Compensation Committee retains an independent compensation consultant to advise on our executive compensation programs.
	✓			Provide Limited Perquisites. We provide limited perquisites to our NEOs.
	✓			Offer Broad-Based Benefits. Our NEOs are eligible for the same health and retirement benefits as other full-time employees.
	✓			Use Peer Group Evaluation. We evaluate our compensation peer groups annually to align with investor expectations and changes in the Company’s business.
	✓			Conduct an Annual Say-on-Pay Vote. We conduct an annual say-on-pay vote to better understand investor sentiment toward our executive compensation program.

	What We Don’t Do
				No Excise Tax Gross-Ups. Our executive employment agreements do not provide excise tax gross-up payments to executive officers.
				No Supplemental Retirement Benefits. We do not provide supplemental executive officer retirement benefits.
				No Hedging or Pledging. We do not permit hedging or pledging of equity by our executive officers.
				No Repricing. Our equity plan prohibits repricing or the buyout of underwater stock options without stockholder approval.
				No Discount Options. Our equity plan prohibits granting stock options with a grant price less than the fair market value of our common stock on the date of the grant.

	We Strive to Attract, Incentivize and Retain Talented Individuals.			We pay competitively.
	It is imperative that we attract, incentivize and retain individuals in executive positions whose skills, business experience and acumen are critical to the current and long-term success of the Company.			We pay competitively to provide a target compensation opportunity that will attract, motivate and retain our talented core of executives who drive our success. The compensation program is designed to give the Company a competitive advantage relative to the compensation provided by peer group companies with which we compete for qualified executive talent. The Compensation Committee also seeks to retain executives through the phases of the cycle of the real estate market by keeping compensation competitive during times of growth as well as contraction, reflecting the long-term nature of successful real estate development businesses. While peer group companies and competitive survey data provide a beginning reference point and inform decisions on the range of compensation opportunities, it is just one of many factors the Compensation Committee considers in setting pay. For example, the Compensation Committee recognizes that talent competitors for our NEOs include high-paying private real estate development companies, private equity firms, and real estate opportunity funds, in addition to our more conventional public company peers. Also, several of our peers are real estate investment trusts (“REITs”) whose operations directly compare to our operating assets segment only and not to our master planned community segment or strategic development segment. The Compensation Committee retains flexibility to adjust executive compensation based on our objectives of building our Company and creating stockholder value. The Compensation Committee will continue to evaluate competition for talent and the makeup of the Company’s peers as we continue our transformation into a diversified holding company, including following the consummation of the Vantage acquisition.
				Retention is a key objective of the compensation program.
				Because the implementation of the Company’s business strategy requires long-term commitments on the part of our NEOs, and because competition for top talent is intense in the Company’s industry, retention of our talented core of executives is a key objective of the compensation program.

	We Pay for Performance.			We reward attainment of established goals.
	We firmly believe that pay should be tied to performance. Superior performance enhances stockholder value and is a fundamental objective of the Company’s compensation program.			The compensation program is designed to reward our NEOs for attaining established goals that require the dedication of their time, effort, skills and business experience to drive the success of the Company and the maximization of stockholder value.
				Performance-based annual incentive compensation is a key component of our compensation program.
				For fiscal 2025, annual performance is rewarded through annual incentive awards and is based on the Company’s operational performance and financial results and the individual NEO’s contribution to those results. NEO performance is judged against specific, predetermined financial and strategic goals established by the Compensation Committee. In addition, approximately 25% of each NEO’s annual incentive award is based on a subjective performance evaluation.

	We Align Pay to Business Objectives and Long-Term Strategy.			We grant long-term equity incentive awards under our equity incentive program.
	The compensation program is designed to reward and motivate both the performance of the Company overall, and, as described below, individual NEO performance in attaining business objectives and maximizing stockholder value. Compensation decisions are based on the principle that the long-term interests of our NEOs should be aligned with those of our stockholders.			We use equity incentive awards as a recruitment and retention incentive and to align the interests of our NEOs with stockholder interests. In fiscal 2025, the Compensation Committee granted awards under our 2020 Equity Incentive Plan (which was succeeded by our 2025 Equity Incentive Plan upon approval by our stockholders at our 2025 Annual Meeting). Performance is a key component of our long-term equity incentive program. Effective January 2026, the Compensation Committee agreed to an increase to (i) Mr. O’Reilly’s Annual LTIP Award (as defined in the O’Reilly Employment Agreement) from $4,500,000 to $5,500,000; (ii) Mr. Olea’s Annual LTIP Award (as defined in the Olea Employment Agreement) from $1,350,000 to $1,975,000; and (iii) Mr. Valane’s Annual LTIP Award (as defined in the Valane Employment Agreement) from $750,000 to $1,000,000. From March 2023 through 2025, the Compensation Committee used net asset value (“NAV”) growth as the sole metric for the performance-based component of our annual long-term equity awards to all employees. The Committee believes that NAV growth is a key fundamental indicator of the Company’s long-term value appreciation and that its use as a performance metric incentivizes strategic capital allocation, and will continue to use NAV growth as the sole performance metric for performance-based awards issued to Howard Hughes Communities employees going forward other than Messrs. O’Reilly, Olea, Valane, and Davis. Beginning in 2026, performance-based awards issued to these four individuals are based on absolute cumulative total stockholder return in light of the Company’s transformation into a diversified holding company.

• Camden Property Trust	• JBG SMITH Properties	• Tri Pointe Homes, Inc.
• Brixmor Property Group Inc.	• Kilroy Realty Corporation	• Regency Centers Corporation
• Cousins Properties Incorporated	• Meritage Homes Corporation	• Toll Brothers, Inc.
• Douglas Emmett, Inc.	• Mid-America Apartment Communities, Inc.	• UDR, Inc.
• Federal Realty Investment Trust	• Taylor Morrison Home Corporation

Element	Form	Objectives and Basis
Base Salary	Cash	• Attract and retain highly qualified executives to drive our success
Annual Incentive	Cash	• Drive Company and segment results
Compensation		• Actual payout determined by the Compensation Committee based on the achievement of specific financial and operational goals and objectives established by the Compensation Committee during the first quarter of each calendar year
Long-Term Equity	Annual Restricted Stock Grants (time-based and performance-based vesting)	• Drive Company performance
Incentive		• Align interests of executives with those of our stockholders
		• Retain executives through long-term vesting
		• Provide stockholder-aligned wealth accumulation opportunities
Deferred Compensation	401(k) plan, non-qualified deferred compensation plan	• Provide tax-deferred methods for general savings and retirement

	Key Responsibilities
David O’Reilly Chief Executive Officer	Our Chief Executive Officer is responsible for driving the sustainable growth of the Company’s assets and unlocking meaningful long-term value across the Company’s portfolio.
	Key 2025 Performance Achievements
	• Led the Company’s strategic transformation into a diversified holding company, including execution of the agreement to acquire Vantage, for approximately $2.1 billion, and advancing the integration and scaling of new operating platforms to support long-term value creation. • Delivered record financial and operating performance across the Company’s core businesses, with MPC EBT reaching an all-time high of approximately $476 million, representing a 36% increase year-over-year, and Operating Assets achieving record NOI of $276 million, driven by strong office leasing and multifamily performance. • Advanced the monetization of high-value residential land through accelerated condominium development and sales, contributing meaningfully to earnings growth and demonstrating the long-term value embedded within the Company’s MPC portfolio. • Launched Teravalis™, a 37,000-acre master planned community in Arizona, marking a significant milestone in the expansion of the Company’s next-generation MPC platform and long-term growth pipeline.
	Compensation Decisions
	Base Salary	$1,000,000
	Annual Incentive Compensation	$2,100,000
	Long-Term Equity Incentives	$4,677,785

	Key Responsibilities
Carlos Olea Chief Financial Officer
	Our Chief Financial Officer is responsible for overseeing the Company’s investment, accounting and financial strategy, and working with the executive team to unlock meaningful long-term value across the Company’s portfolio.
	Key 2025 Performance Achievements
	• Led the Company’s capital markets strategy and execution across a transformative year, completing approximately $920 million of financing, acquisition, and disposition activity, including the refinancing of six office and multifamily properties totaling $339 million and the extension and upsizing of the $365 million Floreo credit facility, adding $200 million of incremental liquidity. • Enhanced the Company’s financial flexibility and balance sheet positioning, supporting strategic initiatives including the Company’s evolution into a diversified holding company and its expansion into new business lines. • Modernized the Company’s financial and operating infrastructure, replacing fragmented legacy systems with integrated enterprise platforms and launching secure, internal AI-enabled capabilities to improve decision-making, efficiency, and scalability. • Streamlined financial operations and reduced structural costs, including centralizing the FP&A function, implementing automation, and executing organizational enhancements within the accounting function, resulting in recurring G&A savings and improved operating leverage. • Achieved a multi-year transformation of the financial close process, reducing month-end close cycles by approximately 50% while maintaining accuracy and strengthening internal controls.
	Compensation Decisions
	Base Salary	$550,000
	Annual Incentive Compensation	$990,000
	Long-Term Equity Incentives	$1,403,335

	Key Responsibilities
Joseph Valane Chief Legal Officer and Secretary
	Our Chief Legal Officer is responsible for overseeing all legal matters for the Company and its national portfolio of award-winning communities. Mr. Valane also oversees the Company’s governmental affairs function and Culture & People (HR) department.
	Key 2025 Performance Achievements
	• Led a comprehensive transformation of the Company’s legal function, repositioning the department as a business-enabling partner while improving efficiency, reducing headcount, and enhancing overall team performance and morale. • Expanded leadership responsibilities to include governmental affairs and Culture & People (HR), strengthening alignment across key corporate functions and supporting the Company’s strategic growth initiatives. • Reduced external legal spend through a disciplined, multi-pronged engagement strategy, improving cost efficiency while maintaining high-quality legal support across a complex and growing platform. • Improved speed and scalability of commercial execution, implementing a “Fast Track” contracting process for high-volume agreements that reduced review times by approximately 90% and enhanced the Company’s ability to execute transactions efficiently.
	Compensation Decisions
	Base Salary	$500,000
	Annual Incentive Compensation	$600,000
	Long-Term Equity Incentives	$779,631

	Key Responsibilities
Doug Johnstone President, HHC Hawaii Region & National Condominium Development
	Our President, Hawaii Region & National Condominium Development, is primarily responsible for overseeing asset management, financing, and redevelopment initiatives in Ward Village, a 60-acre master planned community in the heart of Honolulu, and all condominiums across the Company’s regions.
	Key 2025 Performance Achievements
	• Successfully expanded his executive role to lead and strengthen HHC’s national condominium development platform, leveraging over a decade of expertise to elevate execution in The Woodlands and Summerlin. • Scaled Hawaii development portfolio by advancing construction of The Park Ward Village and Kalae, breaking ground on The Launiu Ward Village, and delivering a record-setting launch of the Melia and Ilima ultra-luxury towers. • Oversaw the successful completion of Ulana Ward Village. • Secured favorable amendments to the Ward Village Development Agreement, unlocking density for the Mahana project and establishing a framework for developing underutilized parcels.
	Compensation Decisions
	Base Salary	$574,808*
	Annual Incentive Compensation**	$625,000
	Long-Term Equity Incentives	$623,705
	* Mr. Johnstone’s base salary increased to $600,000, effective January 1, 2026.
	** Mr. Johnstone does not participate in the other NEOs’ annual incentive compensation program. For more information, see “2025 Annual Compensation – Annual Incentive Compensation.”