HOWARD HUGHES HOLDINGS INC (HHH)

Sector: Real Estate

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2026 Annual Meeting Analysis

HOWARD HUGHES HOLDINGS INC · Meeting: September 30, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

7

Directors AGAINST

4

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

7 FOR/4 AGAINST

Against Analysis

✗ AGAINST
David O'ReillyTSR underperformance trigger: HHH 3-year return -5.8% vs peer median +20.5%, gap of -26.3pp exceeds 20pp threshold for negative absolute TSR; 5-year TSR -18.3% vs peer median -7.5%, gap of -10.8pp does not exceed 20pp threshold — 5-year mitigant applies but insufficient to overcome sustained underperformance given O'Reilly's tenure since December 2020

O'Reilly has served as CEO and director since December 2020 (approximately 5 years), giving him full accountability for the 3-year underperformance period; HHH's stock has lost 5.8% over three years while the company's own compensation peer group gained a median of 20.5%, a gap of 26.3 percentage points that exceeds the 20-point threshold applicable when a company's absolute 3-year return is negative. The 5-year check shows HHH down 18.3% versus peers down 7.5%, a gap of only 10.8 points which does not exceed the 20-point threshold, providing a partial mitigant — however, given O'Reilly's full tenure overlap with both the 3-year and 5-year underperformance periods and his role as the executive most directly responsible for company strategy and performance, the 3-year trigger stands and a vote against is warranted.

✗ AGAINST
R. Scot SellersTSR underperformance trigger: HHH 3-year return -5.8% vs peer median +20.5%, gap of -26.3pp exceeds 20pp threshold for negative absolute TSR; Sellers has served since 2010 (15 years tenure), covering the full underperformance period

Sellers has been on the board since November 2010 — a 15-year tenure that fully overlaps with the underperformance period — making him one of the directors most accountable for the company's persistent stock underperformance. HHH's 3-year stock return of -5.8% trails the company-disclosed peer group median of +20.5% by 26.3 percentage points, exceeding the 20-point trigger applicable when absolute 3-year returns are negative. The 5-year gap of 10.8 points does not trigger the supplementary threshold, but given his 15-year tenure as a foundational board member and his role as former Chairman and current Presiding Director, the 3-year trigger warrants an against vote.

✗ AGAINST
Mary Ann TigheTSR underperformance trigger: HHH 3-year return -5.8% vs peer median +20.5%, gap of -26.3pp exceeds 20pp threshold for negative absolute TSR; Tighe has served since October 2011 (14 years tenure), covering the full underperformance period

Tighe has served since October 2011 — a 14-year tenure that fully overlaps with the 3-year underperformance period — and is one of the longest-serving independent directors on the board. HHH's 3-year stock return trails the company-disclosed peer group median by 26.3 percentage points (negative absolute return vs. +20.5% peer median), exceeding the 20-point trigger threshold. The 5-year gap of 10.8 points does not separately trigger the threshold, but given Tighe's long tenure and full accountability for the underperformance period, the vote is against.

✗ AGAINST
Anthony WilliamsTSR underperformance trigger: HHH 3-year return -5.8% vs peer median +20.5%, gap of -26.3pp exceeds 20pp threshold for negative absolute TSR; Williams has served since February 2021 (approximately 5 years tenure), covering the full 3-year underperformance period

Williams has served since February 2021 — approximately 5 years, which fully overlaps with the 3-year underperformance period being measured. HHH's stock has declined 5.8% over three years while the company's own peer group gained a median of 20.5%, a 26.3-percentage-point gap that exceeds the 20-point trigger for companies with negative absolute returns. The 5-year underperformance gap of 10.8 points does not independently trigger the threshold, but Williams's full tenure overlap with the underperformance period means the 3-year trigger applies.

For Analysis

✓ FOR
William A. Ackman

Ackman joined the board in 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; no overboarding, attendance, or independence concerns apply to his executive director role.

✓ FOR
David Eun

Eun joined in May 2023 (approximately 3 years tenure), is independent, holds only one other public board seat (Versant Media Group), attended all meetings in 2025, and his tenure began only around the start of the underperformance period, limiting accountability.

✓ FOR
Marc Grandisson

Grandisson joined in May 2026 (less than 24 months ago), exempting him from the TSR underperformance trigger; he brings strong insurance industry expertise relevant to the company's new diversified holding company strategy.

✓ FOR
Ryan Israel

Israel joined in May 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; he serves as Chief Investment Officer and his tenure is too recent to hold him accountable for prior-period underperformance.

✓ FOR
Thom Lachman

Lachman joined in September 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; he is independent with no overboarding concerns.

✓ FOR
Susan Panuccio

Panuccio joined in September 2025 (less than 24 months ago), exempting her from the TSR underperformance trigger; she is independent, serves as Audit Committee Chair with clear financial expertise as a former CFO, and holds no other public board seats.

✓ FOR
Jean-Baptiste Wautier

Wautier joined in May 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; he is independent with no overboarding concerns and brings private equity and capital markets experience.

The TSR underperformance trigger fires for HHH: the stock has lost 5.8% over three years while the company's own disclosed peer group gained a median of 20.5%, a gap of 26.3 percentage points that exceeds the 20-point threshold applicable when absolute 3-year returns are negative. Directors with tenure fully overlapping the underperformance period — O'Reilly (CEO/director since 2020), Sellers (director since 2010), Tighe (director since 2011), and Williams (director since 2021) — receive against votes. Seven directors joined within the past 24 months or near the start of the underperformance period and are exempt from or have mitigated accountability for the TSR trigger.

Say on Pay

✓ FOR

CEO

David O'Reilly

Total Comp

$7,826,778

Prior Support

N/A

CEO David O'Reilly received total compensation of approximately $7.8 million in fiscal 2025, which is within a reasonable range for a CEO of a $4.1 billion real estate and diversified holding company. The compensation program includes meaningful positive features: a clawback policy covering misconduct and accounting restatements, no single-trigger change-in-control arrangements, minimum three-year vesting for performance-based equity awards, and meaningful performance hurdles required for full vesting of long-term equity awards — indicating the program is genuinely variable rather than fixed pay in disguise. While HHH's stock performance has lagged peers over three years, the pay-for-performance concern is addressed through the director election votes against O'Reilly and other long-tenured directors; the compensation structure itself contains sufficient performance linkage to support a for vote on Say on Pay.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

4 yrs

Audit Fees

$2,639,259

Non-Audit Fees

$492,845

KPMG has audited HHH since 2022 (approximately 4 years), well below the 25-year tenure threshold. The non-audit fees (audit-related fees of $492,845) represent about 18.7% of audit fees ($2,639,259), comfortably below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $4.1 billion market cap company, and no material restatements were noted.

Overall Assessment

The 2026 HHH annual meeting presents three standard proposals. The most significant issue is persistent stock underperformance — HHH's shares have declined 5.8% over three years while the company's own peer group gained a median of 20.5%, triggering against votes for four long-tenured directors (O'Reilly, Sellers, Tighe, and Williams); seven other directors are exempt due to recent appointment or limited tenure overlap. The auditor ratification and Say on Pay proposals both pass their policy screens and receive for votes.

Filing date: August 19, 2026·Policy v1.2·high confidence

Compensation Peer Group

14 companies disclosed in 2026 proxy filing

BRXBrixmor Property Group Inc.
CPTCamden Property Trust
CUZCousins Properties Incorporated
DEIDouglas Emmett, Inc.
FRTFederal Realty Investment Trust
JBGSJBG SMITH Properties
KRCKilroy Realty Corporation
MTHMeritage Homes Corporation
MAAMid-America Apartment Communities, Inc.
REGRegency Centers Corporation
TMHCTaylor Morrison Home Corporation
TOLToll Brothers, Inc.
TPHTri Pointe Homes, Inc.
UDRUDR, Inc.