HOWARD HUGHES HOLDINGS INC (HHH)
Sector: Real Estate
2026 Annual Meeting Analysis
HOWARD HUGHES HOLDINGS INC · Meeting: September 30, 2026
Directors FOR
7
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
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.
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.
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.
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
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.
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.
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.
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.
Lachman joined in September 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; he is independent with no overboarding concerns.
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.
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing