Ben Hakim
About Ben Hakim
Ben Hakim (age 49) has served on the HHH Board since May 2024. He is President of Pershing Square Capital Management (since May 2024), a former Senior Managing Director at Blackstone for 13 years, and holds a B.S. from Cornell University (1997) . His current tenure on HHH’s board is ~1 year; he brings capital markets and real estate acumen and is a Pershing Square Board Designee under HHH’s Shareholder Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Blackstone Group | Senior Managing Director | 13 years | M&A execution experience |
| Pershing Square Tontine Holdings, Ltd. | President | Not disclosed | SPAC leadership; capital markets |
| Pershing Square SPARC Holdings, Ltd. | President | Current | Special purpose acquisition rights co. |
External Roles
| Organization | Role | Since | Public company? |
|---|---|---|---|
| Pershing Square Capital Management, L.P. | President | May 2024 | Private investment adviser |
| Pershing Square Holdco GP, LLC | Board of Directors member | Feb 2025 | Private; Pershing Square affiliate |
| Pershing Square SPARC Holdings, Ltd. | President | Current | Not specified |
| Other current public company boards | None | — | None |
Board Governance
- Committee assignments:
- Compensation Committee member (May 2024–May 2025) .
- Nominating & Corporate Governance Committee observer (non-voting) since June 2025 .
- Independence: In 2025, the Board determined Mr. Hakim is not independent due to agreements between Pershing Square and HHH; he had been deemed independent in 2024 prior to these agreements .
- Attendance & engagement:
- The Board held 10 meetings in 2024; all directors attended at least 75% of Board and committee meetings .
- Observer roles were created to enhance engagement while preserving independence requirements for committee membership .
- Board oversight context: Majority-independent Board; independent Presiding Director; regular executive sessions of independent directors .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Restricted Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 0 | 0 | 0 |
- HHH’s standard non-employee director program is $220,000 total annual retainer ($145,000 in restricted stock; $75,000 in cash) plus committee chair/member retainers; however, Mr. Hakim waived all director compensation and was not awarded equity .
Performance Compensation
| Component | Metric design | Ben Hakim applicability |
|---|---|---|
| Director equity grants | Time-based restricted stock; no performance metrics | Not applicable; waived all compensation and equity awards |
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential interlock/conflict note |
|---|---|---|
| Pershing Square Capital Management & affiliates | Senior executive/board roles | Pershing Square is party to Services, Shareholder, Standstill, and Registration Rights agreements with HHH |
Expertise & Qualifications
- Skills matrix: real estate development/management, capital markets, audit/financial statements, financial expertise, governance .
- Education: B.S., Cornell University (1997) .
- Qualification summary: Extensive investment and advisory experience; senior management roles; capital markets depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ben Hakim | 29 | <1% | Disclaims beneficial ownership of 27,852,064 shares held by Pershing Square Funds |
| Pershing Square (funds and affiliates) | 27,852,064 | 46.9% | Subject to 47% ownership cap and 40% voting cap (with proportional voting for excess) |
- Stock ownership guidelines: Non-management directors must own shares equal to 5× $165,000 within 5 years of appointment; as of Aug 4, 2025, all directors were compliant and/or within grace period (Mr. Hakim is within initial grace period) .
- Hedging/pledging: Prohibited for directors and executives, reinforcing alignment .
Governance Assessment
- Key findings:
- Independence & committee roles: Mr. Hakim is a Pershing Square Board Designee and is not independent under NYSE standards due to the 2025 Pershing Square–HHH agreements; his move to non-voting observer roles on committees appears designed to preserve committee independence while maintaining board-level information flow .
- Compensation alignment: Waiver of director compensation and equity grants limits personal cash/equity incentives from HHH, reducing direct pay-driven conflicts; however, alignment is primarily via Pershing Square’s significant ownership and service-fee arrangements with HHH .
- Related-party exposure: The Services Agreement pays Pershing Square a quarterly base fee of $3,750,000 plus a variable fee tied to HHH’s stock price and a fixed reference share count, with a 10-year initial term and stringent termination provisions (including a make-whole fee upon change of control). A Shareholder Agreement grants nomination and consent rights; a Standstill Agreement caps ownership and voting and restricts transfers and related-party transactions without disinterested director approval. These create persistent related-party dynamics requiring strong independent oversight .
- Board safeguards: Majority-independent board; independent Presiding Director; explicit Audit Committee review/approval policy for related-party transactions over $120,000; committee charters reviewed annually; executive sessions without management .
- RED FLAGS:
- Not independent; Pershing Square Services Agreement with material fees and variable component linked to HHH stock price .
- Pershing Square consent rights over major corporate actions; board-designee proportional representation; potential influence channels beyond ordinary board roles .
- Mitigants:
- Standstill voting cap at 40% and ownership cap at 47%; disinterested director approvals required for related-party transactions; majority-independent board and committee independence maintained; observer status for PS designees on committees .
Compensation Committee Analysis (context)
- Committee composition changes: Mr. Hakim served on the Compensation Committee from May 2024 until May 2025; other members included Sellers (Chair), Tighe, Flatto; Ackman ceased committee service upon becoming an executive in May 2025 .
- Compensation consultant: Meridian Compensation Partners advised the committee and is independent; no conflicts of interest disclosed .