HUDSON PACIFIC PROPERTIES REIT INC (HPP)
Sector: Real Estate
2026 Annual Meeting Analysis
HUDSON PACIFIC PROPERTIES REIT INC · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Coleman has served as CEO and Chairman since the company's IPO in 2010, meaning his tenure fully overlaps the severe stock price decline; the company's 3-year total return of -80% trails the compensation peer group median of +27.1% by 107 percentage points — far beyond the 20-percentage-point trigger — and the 5-year record is similarly disqualifying, so no mitigating credit applies.
Antenucci has served on the board since the 2010 IPO, so his tenure fully covers the period of severe underperformance; the 107-percentage-point gap versus the peer group median far exceeds the policy trigger, and the 5-year record provides no mitigation.
Harris first joined in 2014, stepped away in March 2023, and returned in November 2023, meaning he has served through most of the period of severe underperformance; the company's 3-year total return of -80% is 107 percentage points below the peer group median — well above the 20-point trigger — and the 5-year gap of -55 percentage points also exceeds the threshold, so no mitigation applies.
Sholem joined in 2023 and has served for approximately two to three years, which meaningfully overlaps the 3-year underperformance window; the 107-percentage-point gap versus the peer median far exceeds the policy trigger, and the 5-year check does not provide mitigation given the depth of underperformance.
Wong has served since 2017, giving her full overlap with the multi-year period of severe underperformance; the company's 3-year total return of -80% trails the peer group median by 107 percentage points, far above the 20-point trigger, and the 5-year data does not mitigate the finding.
For Analysis
Bortz joined the board in December 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; he brings deep REIT operating and capital markets experience as founder and CEO of Pebblebrook Hotel Trust.
Ferguson joined the board in September 2025, well within the 24-month exemption window, so the TSR trigger does not apply; he brings strong financial oversight credentials including CFA designation and CEO experience at a major global real estate investment management firm, and will serve as incoming Audit Committee Chair.
Of the seven director nominees, five long-tenured directors (Coleman, Antenucci, Harris, Sholem, and Wong) receive AGAINST votes because HPP's 3-year total return of -80% trails the compensation peer group median by 107 percentage points — well above the 20-percentage-point trigger applicable when absolute TSR is negative — and the 5-year record does not mitigate this outcome. The two newest directors (Bortz and Ferguson, both joining in 2025) are exempt from the TSR trigger under the 24-month new-director rule and receive FOR votes based on their relevant qualifications.
Say on Pay
✓ FORCEO
Victor J. Coleman
Total Comp
$2,766,883
Prior Support
35%%
The 2025 say-on-pay vote received only about 35% support — far below the 70% level that would automatically trigger a No vote absent a response — but the company took meaningful, verifiable action: the CEO, President, and CFO voluntarily gave up their 2024 performance-based equity awards with no replacement grants, bonuses were paid 20% below target (cutting actual payouts 36% versus 2024), and the 2026 program was redesigned with a 38% reduction in CEO target pay, a switch to annual grants, and TSR-linked performance conditions. The CEO's total reported compensation of $2.77 million for 2025 is modest for a company of this size and reflects genuine pay reduction. Taken together, the board's documented responsiveness to shareholder concerns — including voluntary forfeitures and a fully redesigned forward-looking program — is sufficient to support a FOR vote despite the severe stock price underperformance, because pay levels have been brought into line and the prior-year shareholder concerns have been substantially addressed.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,625,000
Non-Audit Fees
$1,222,000
The fees paid to Ernst & Young for services beyond the core audit — including tax compliance work and sustainability assurance — total $1,222,000, which equals about 75% of the $1,625,000 audit fee; this exceeds the 50% threshold above which the non-audit relationship is considered large enough to raise concerns about the auditor's independence from management, triggering a vote against ratification.
Overall Assessment
HPP's 2026 annual meeting ballot presents a deeply challenged governance picture driven by one of the most severe stock price declines in the REIT sector: the company's shares have fallen 80% over three years while the compensation peer group gained 27%, a gap of 107 percentage points that triggers AGAINST votes for five of seven director nominees under the TSR underperformance policy. On the other hand, the company's executive pay program earns a cautious FOR on Say on Pay because management and the board took concrete steps in 2025 — including voluntary equity forfeitures, below-target bonuses, and a fully redesigned 2026 compensation framework — that meaningfully address the shareholder concerns expressed in the prior year's 35% approval vote; the auditor ratification fails on technical grounds because non-audit fees represent 75% of audit fees, exceeding the 50% independence threshold.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing