Anthony Williams
About Anthony Williams
Anthony A. Williams (age 74) is an independent director of Howard Hughes Holdings Inc. (HHH) since February 2021. He is CEO and Executive Director of the Federal City Council (since April 2012) and a Senior Advisor at King & Spalding (since July 2016). Williams previously served two terms as Mayor of Washington, D.C. (1999–2007) and earlier as CFO of the District of Columbia (1995–1998) and the first CFO of the U.S. Department of Agriculture; he is a veteran of the U.S. Air Force and has taught public management at Harvard’s Kennedy School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| District of Columbia | Mayor | 1999–2007 | Led city’s revitalization, restored finances, improved services |
| District of Columbia | Chief Financial Officer | 1995–1998 | Worked with D.C. Financial Control Board and U.S. Congress |
| U.S. Department of Agriculture | First Chief Financial Officer | Not disclosed | Appointed by President Clinton; Senate-confirmed |
| Harvard Kennedy School | Lecturer/Faculty in Public Management | Not disclosed | Academic role in governance and innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal City Council | CEO & Executive Director | Since Apr 2012 | Nonprofit advancing civic life in D.C. |
| King & Spalding | Senior Advisor (Gov’t Affairs & Public Policy) | Since Jul 2016 | Advisory role |
| National Academy of Public Administration | Fellow | Not disclosed | Professional recognition |
Board Governance
- Independence: Determined independent under NYSE rules; committees are fully independent .
- Committee assignments:
- 2023: Audit; Nominating & Corporate Governance; Technology
- 2024: Audit; Nominating & Corporate Governance; Technology (Board met 10×; all directors ≥75% attendance; executive sessions held 6× in 2023 and 5× in 2024)
- 2025: Compensation; Nominating & Corporate Governance (Chair). Joined Compensation Committee in June 2025; N&CG Chair by 2025 proxy
- Special Committee service: Member of independent Spinoff Special Committee for Seaport Entertainment spinoff; special cash fees paid to members ($40,000; chair $80,000) .
Fixed Compensation
| Year | Cash Fees ($) | Restricted Stock ($) | Total ($) | Program Elements |
|---|---|---|---|---|
| 2023 | $95,000 | $145,000 | $240,000 | Annual director retainer $75,000 cash + $145,000 stock; committee member/chair fees per schedule |
| 2024 | $145,000 | $145,000 | $290,000 | Committee fee increases effective Q3 2024; special spinoff committee fees; equity retainer vests at next annual meeting or June 1 following year |
Director fee schedule highlights:
- Board retainer: $145,000 restricted stock + $75,000 cash; cash can be taken in stock; RS vests at next annual meeting or June 1 .
- Committee retainers (post-Q3 2024): Compensation Chair $20,000; Compensation Member $10,000; N&CG Chair $15,000; N&CG Member $10,000; Audit Chair $30,000; Audit Member $15,000; Technology Chair $15,000; Technology Member $10,000; Risk committee dissolved in June 2025 .
Performance Compensation
- Director equity is time-based restricted stock; no performance-based metrics apply to director compensation (vesting minimum ~one year; directors’ awards vest on earlier of next annual meeting or ~50 weeks) .
- Director award limit under 2025 Equity Incentive Plan: cash + grant date fair value capped at $950,000 per year .
| Compensation Metric | Definition | Applies to Director Pay? | Vesting/Limit |
|---|---|---|---|
| Time-based RS vesting | RS vests on earlier of next annual meeting or June 1 next year | Yes | Minimum ~1 year vesting; limited exemptions |
| Performance-based equity | Awards vest based on financial/operational goals | No for directors | N/A; director awards are time-based |
| Director award cap | Max cash + equity grant date fair value per year | Yes | $950,000 cap |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed for Williams (others listed for peers) |
| Interlocks | No disclosed compensation committee interlocks involving Williams in 2024; he joined Compensation Committee in June 2025 (committee remained independent) |
Expertise & Qualifications
- Skills matrix: Operations, real estate development/management, capital markets, audit/financial statements, financial expertise, social/corporate governance—Williams checks across most categories .
- Board role: Chair of Nominating & Corporate Governance in 2025; member of Compensation Committee in 2025; prior Audit and Technology committee service .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Common Shares Outstanding | RS Unvested Detail |
|---|---|---|---|
| Mar 27, 2024 | 5,265 | 0.010% (calc: 5,265 ÷ 50,246,052) | Includes 1,905 RS expected to vest May 23, 2024 |
| Dec 31, 2024 | RS held: 2,431 (count disclosed; total beneficial shares not separately enumerated here) | N/A | 2,431 RS held as of year-end 2024 |
| Aug 4, 2025 | 9,202 | 0.015% (calc: 9,202 ÷ 59,398,914) | Includes 2,094 RS expected to vest by 2026 annual meeting or June 1, 2026 |
Stock ownership guidelines: Non-management directors must own shares equal to 5× the applicable board retainer amount; as of Mar 27, 2024 and Aug 4, 2025 all directors were compliant and/or within grace periods .
Governance Assessment
- Independence and committee leadership: Williams is independent and chairs N&CG (2025), indicating strong role in board composition, governance policy, and evaluation processes; committees are fully independent and conduct annual evaluations, including third-party reviews (2023) .
- Attendance and engagement: Board met 10 times in both 2023 and 2024; all directors met ≥75% attendance; independent directors held executive sessions (6 in 2023; 5 in 2024), supporting effective oversight .
- Shareholder support: 2024 say‑on‑pay received 42,220,470 “For” vs 294,552 “Against” (very strong approval); Williams’ 2024 election received 41,947,184 “For” vs 604,019 “Against” (high support) .
- Compensation alignment: Director pay uses a balanced cash/equity mix, with time-based stock enhancing alignment; Williams’ 2024 total was $290,000 (cash $145,000; stock $145,000), rising from $240,000 in 2023 due to committee fee increases and special committee service .
- Related-party risk context: HHH’s extensive agreements with Pershing Square (Services Agreement with fee formula; Shareholder, Standstill, Registration Rights Agreements; nomination rights and voting cap) are mitigated by independent committee oversight, standstill governance principles, and special committee processes; Williams served on the independent special committee for the Seaport spinoff .
- Compliance note: Section 16(a) reporting indicated two late Form 4s by Anthony Williams in the 2024 fiscal year—administrative compliance gap but not indicative of trading impropriety. RED FLAG: Late Section 16 filings (two Form 4s) .
Insider Trading and Voting
| Item | Detail |
|---|---|
| Section 16(a) compliance | Two Form 4s for Williams filed late during FY2024 (covering two transactions). RED FLAG: filing timeliness |
| 2024 Election vote | For: 41,947,184; Against: 604,019; Abstentions: 17,835; Broker non-votes: 2,367,697 |
| 2024 Say‑on‑Pay vote | For: 42,220,470; Against: 294,552; Abstentions: 54,016; Broker non-votes: 2,367,697 |
Related-Party Transactions (Company context)
- Pershing Square 2025 Share Purchase (9,000,000 shares at $100; $900M proceeds) with related Services Agreement (base $3.75M/quarter plus variable formula; 10-year term; termination protections) and governance rights; oversight via disinterested director approvals and voting cap at 40% .
- Shareholder Agreement: Nomination rights for PS designees; proportional committee representation; Executive Chairman role subject to ownership thresholds .
- Standstill Agreement: Ownership cap at 47%; voting cap at 40% except for PS designee elections; transfer restrictions; related-party transaction approvals required by disinterested directors .
- Spinoff Special Committee: Independent directors (incl. Williams) approved Seaport spinoff and Pershing Square standby purchase agreement; members received special fees .
Compensation Committee Analysis (current structure)
- Composition: Compensation Committee in 2025 comprised independent directors; Williams joined June 2025; Sellers is Chair; observers (non-voting) added to broaden insight while preserving independence .
- Use of independent consultant: Meridian Compensation Partners engaged; market benchmarking and pay-for-performance design with clawbacks and stock ownership guidelines .
RED FLAGS and Risk Indicators
- Late Section 16 filings by Williams (two Form 4s in FY2024) .
- Structural related‑party exposure to Pershing Square through services/consent rights and nomination rights, mitigated by governance controls and disinterested director approvals .
- No evidence of hedging or pledging by directors; company policy prohibits hedging/pledging/short sales by directors and executives .
Summary Implications for Investors
- Williams brings deep public finance, governance, and urban development expertise, now leading board governance as N&CG Chair—supportive for board effectiveness and alignment .
- Strong shareholder support and consistent attendance bolster confidence; director pay structure aligns with stockholder interests via equity retainer and ownership guidelines .
- Monitor execution of governance safeguards around Pershing Square arrangements; Williams’ role on N&CG and Compensation Committees positions him at the center of oversight .