David O'Reilly
About David O'Reilly
David O’Reilly, age 51, is Chief Executive Officer and a director of Howard Hughes Holdings Inc. (HHH); he became interim CEO in September 2020 and CEO/director in December 2020 after serving as CFO (October 2016–April 2021) and President (June–November 2020). He holds a B.S. in Civil Engineering from Tufts University and an MBA from Columbia University . Under his leadership, HHH reported 2024 net income of $196.992 million and Total Segment EBT of $603.484 million, while cumulative TSR from year-end 2019 to year-end 2024 equated to $63.66 vs. $124.92 for the S&P 500 Real Estate Index peer group; HHH paid no dividends in 2023–2024 . 2024 achievements cited by the Compensation Committee include record segment results, a strategic spin-off of Seaport Entertainment, and approximately $1 billion of financings and dispositions closed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Howard Hughes Holdings Inc. | Chief Executive Officer | Dec 2020–Present | Led record 2024 segment results, completed Seaport Entertainment spinoff, oversaw ~$1B financings/dispositions . |
| Howard Hughes Holdings Inc. | Interim CEO | Sep–Dec 2020 | Transition leadership prior to CEO appointment . |
| Howard Hughes Holdings Inc. | President | Jun–Nov 2020 | Executive oversight of operations . |
| Howard Hughes Holdings Inc. | Chief Financial Officer | Oct 2016–Apr 2021 | Corporate finance leadership . |
| Parkway Properties, Inc. (NYSE) | EVP & Chief Investment Officer | Nov 2011–Oct 2014 | Capital allocation; earlier interim CFO May 2012, CFO from Aug 2012 . |
| Banyan Street Capital | Executive Vice President | N/D | Capital markets/investments . |
| Eola Capital LLC | Director of Capital Markets | N/D | Capital markets . |
| Barclays Capital Inc. | Senior Vice President (Investment Banking) | N/D | M&A, IPOs, CMBS transactions . |
| Lehman Brothers | Investment Banking (similar capacity) | N/D | M&A, IPOs, CMBS transactions . |
External Roles
| Organization | Role | Years | Strategic Impact / Committees |
|---|---|---|---|
| Kite Realty Group Trust (NYSE: KRG) | Independent Trustee | 2013–Present | Board service; member of Audit and Compensation Committees (as disclosed in 2024 proxy) . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 1,000,000 |
| Target Annual Bonus ($) | N/D | N/D | 1,750,000 |
| Actual Annual Bonus Paid ($) | 1,800,000 | 1,725,000 | 2,100,000 |
| Stock Awards Grant-Date Fair Value ($) | — | 2,321,025 | 2,520,031 |
| All Other Compensation ($) | 15,250 | 170,971 | 104,846 |
| Total Compensation ($) | 2,565,250 | 4,966,996 | 5,724,877 |
Notes:
- 2024 target bonus of $1.75M on a $1.0M salary implies a 175% target bonus opportunity; the $2.1M payout implies 120% of target for 2024 (structurally capped at 120% if minimum goals achieved) .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting / Notes |
|---|---|---|---|---|---|
| 2024 Annual Cash Bonus | Company and individual performance per Compensation Committee | N/D | $1,750,000 | $2,100,000 (120% of target) | Paid for 2024 performance . |
| Annual LTIP – Time-Based RS | Time-based vesting (pro-rata) | 50% of LTIP | $4.5M total LTIP target value; shares at grant price | 2024 grant sizes disclosed below | Pro-rata over 3 years (5 years for 2021 awards) . |
| Annual LTIP – Performance RS | Adjusted NAV growth over 3 years; TSR considerations post-spinoff | 50% of LTIP | $4.5M total LTIP target value; shares at grant price | Payout range reflects up to 200% (2024 grants) based on performance conditions | Three-year performance vesting; 2023 awards reflect 166% level; 2024 awards reflect 200% level in disclosures of maximums . |
| Most Important Performance Measures (for pay vs performance) | Total Segment EBT; Operating Assets NOI; Corporate Cash G&A; MPC EBT; TSR | N/A | N/A | N/A | Listed by the company as key measures for linking performance and compensation actually paid . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold shares equal to 5x base salary; executives have a five-year grace period after promotion/hire; as of Aug 4, 2025, NEOs subject to the policy were within the grace period and in compliance .
- Hedging/pledging: Prohibited for executives and directors; no margin accounts or pledging of HHH securities; insider trading policy filed as 10-K exhibit .
- Director/Executive ownership guidelines and recoupment policy are reinforced in governance highlights (no tax gross-ups, no single-trigger CIC, clawback) .
Outstanding Equity and Option Positions (select components)
| Award/Instrument | Quantity | Key Terms |
|---|---|---|
| Time-based RS granted Nov 2020 (outstanding as of 12/31/2024) | 2,619 shares | Vests 20% annually through Nov 30, 2025 . |
| Time-based RS granted Feb 2021 (outstanding) | 1,792 shares | Vests 20% annually; final tranche Dec 1, 2025 . |
| Time-based RS granted Feb 2023 (outstanding) | 4,826 shares | Vests per award schedule; outstanding at 12/31/2024 . |
| Performance-based RS granted Mar 2023 (outstanding) | 16,942 shares | Performance-based; outstanding at 12/31/2024 . |
| 2024 grant – Time-based RS | 19,010 shares | Pro-rata vesting over 3 years . |
| 2024 grant – Performance-based RS | 19,010 shares | 3-year performance vest; adjusted NAV growth metric . |
| 2025 grant – Time-based RS | 29,640 shares | Pro-rata vesting (standard LTIP structure) . |
| 2025 grant – Performance-based RS | 29,640 shares | 3-year performance vest per plan . |
| Option grant (initial CEO LTIP, adjusted post-spinoff) | 19,358 options | Strike $64.45; five-year cliff vest (exercisable on 5th anniversary of 11/30/2020) . |
Vesting Schedules and Near-Term Liquidity Events (potential selling pressure)
| Grant | Vesting Dates | Notes |
|---|---|---|
| Certain 2024 RS awards | 1/3 on Feb 5, 2024; 1/3 on Dec 31, 2025; 1/3 on Dec 31, 2026 | Creates year-end 2025 and 2026 vest events. |
| 2021 RS awards | 20% each on Feb 8, 2022; Dec 31, 2022; Dec 31, 2023; Dec 31, 2024; and 20% on Dec 31, 2025 | Final tranche end-2025. |
| 2020 RS awards | 20% each on Nov 30, 2021; Nov 30, 2022; Nov 30, 2023; Nov 30, 2024; and 20% on Nov 30, 2025 | Final tranche Nov 30, 2025. |
| Initial CEO option award (adjusted) | Cliff vest on Nov 30, 2025 | Potential concentrated liquidity window. |
2024 Equity Vesting Activity
| Metric | 2024 |
|---|---|
| Shares Vested (Stock Awards) (#) | 14,634 |
| Value Realized on Vesting ($) | 1,159,190 |
| Options Exercised (#) | 0 |
| Value Realized on Exercise ($) | 0 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Second Amended & Restated Employment Agreement dated Dec 1, 2020; amended effective Jan 1, 2024 and Apr 1, 2025 . |
| Current Term | Through Dec 31, 2028; auto-renews for 1-year periods unless 60 days’ notice given . |
| Base Salary | $1,000,000 . |
| Target Bonus | $1,750,000 (80%–120% payout range if minimum overall goal achieved) . |
| LTIP Target | $4,500,000 grant-date target value; 50% time-based (3-year pro-rata, 5-year for 2021), 50% performance-based . |
| Restrictive Covenants | Non-compete and non-solicit during employment and 12 months post-termination; confidentiality and non-disparagement apply . |
| Good Reason | Includes material cut in pay; material diminution in duties/reporting; material breach; relocation >50 miles from Houston; expanded post-Apr 2025 to contemplate organizational changes and “Transaction” scenarios . |
| “Transaction” (Apr 2025 amendment) | New defined term including ≥40% post-transaction equity beneficial ownership change or similar significant change determined by Board; adds severance protections if terminated within 24 months following a Transaction . |
| Clawback | Awards subject to company clawback/recoupment policies and detrimental activity forfeiture; offsets permitted as specified . |
| Tax Gross-Ups | None in executive agreements or incentive plans (governance highlight) . |
Severance and Change-of-Control Economics (Estimated as of 12/31/2024)
| Scenario | Cash Severance ($) | Equity Treatment ($) | Total ($) |
|---|---|---|---|
| Termination Without Cause / For Good Reason | 4,500,000 (sum of base + target bonus + pro-rated target bonus) | 5,181,252 (time-based fully vests; performance-based continues) | 9,681,252 |
| Death or Disability | 1,750,000 (pro-rata target bonus) | 5,181,252 (time-based fully vests; performance-based continues) | 6,931,252 |
| CIC or Post-Transaction Qualifying Termination (double-trigger) | 7,250,000 (2× salary + 2× target bonus + pro-rata target bonus) | 5,181,252 (time-based fully vests; performance RS vests at ≥100% or actual) | 12,431,252 |
Board Governance
- Board service and independence: O’Reilly has served on HHH’s Board since December 2020 and is not independent (employee director); he receives no additional director compensation .
- Committee roles: None (HHH’s standing committees are composed entirely of independent directors) .
- Board leadership: Bill Ackman serves as Executive Chairman (since May 2025); R. Scot Sellers serves as Presiding Director and chairs the Compensation Committee; the Board and its committees regularly meet without management present .
- Dual-role implications: CEO + director structure is mitigated by an Executive Chairman and a Presiding Director, with fully independent committees and stock ownership/clawback/anti-hedging policies enhancing governance alignment .
Director Compensation (Employee-Director)
| Item | Policy |
|---|---|
| Director Fees for CEO | O’Reilly receives no additional compensation for Board service (compensated solely under executive program) . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment (Company) | 62.25 | 80.27 | 60.26 | 67.47 | 63.66 |
| TSR – Value of $100 Investment (Peer, S&P 500 RE) | 97.83 | 143.02 | 105.65 | 118.71 | 124.92 |
| Net Income (Loss) ($000s) | (3,173) | 48,924 | 184,636 | (551,530) | 196,992 |
| Total Segment EBT ($000s) | 201,245 | 296,657 | 430,070 | (523,434) | 603,484 |
Highlights: 2024 was characterized by record segment results and a strategic refocus post-SEG spinoff; capital markets execution included ~$1B in financings/dispositions .
Compensation Structure Analysis
- Pay mix and leverage: Majority of CEO compensation is at-risk via annual bonus and long-term equity; 2024 stock awards of $2.52M and bonus of $2.1M alongside $1.0M base emphasize equity/performance weighting .
- Shift/features: Annual LTIP target increased to $4.5M in April 2025 amendments; LTIP remains 50% performance-based with multi-year metrics (Adjusted NAV growth) and minimum 3-year vesting; options are used sparingly (notably the 2020 initial CEO option grant) .
- Governance protections: No single-trigger CIC; clawback and “detrimental activity” forfeiture apply; no excise tax gross-ups; hedging/pledging prohibited .
- Payout discipline: Annual cash bonus structure caps payouts at 120% of target when minimum overall goals are achieved; 2024 was paid at that cap (implying strong performance vs goals) .
Employment Terms (Severance/Retention) Analysis
- Contract duration/renewal through 2028 plus auto-renewal lowers near-term retention risk; expanded Good Reason and “Transaction” definitions (≥40% ownership change) plus double-trigger 2× severance create protections in strategic events but are standard for large-cap real estate issuers .
- Non-compete/non-solicit (12 months) and clawback deter opportunistic departures and misconduct; stock ownership guidelines (5× salary) and anti-pledging further align incentives with shareholders .
Say-on-Pay & Shareholder Feedback
- HHH conducts annual say-on-pay; Board recommended FOR in 2025, highlighting pay-for-performance design, double-trigger CIC, three-year minimum performance vesting, ownership guidelines, and clawback; specific vote outcomes were not disclosed in the cited sections .
Investment Implications
- Alignment: Strong alignment mechanisms (5× CEO ownership guideline, no hedging/pledging, robust clawback) and a heavy equity mix support shareholder alignment; absence of excise tax gross-ups and double-trigger CIC are investor-friendly .
- Retention and event risk: Contract through 2028 with expanded Good Reason/Transaction coverage reduces retention risk but increases potential severance costs in major ownership/control events (2× cash plus accelerated/assured equity vesting) .
- Trading signals: Multiple near-term vesting dates (Nov 30, 2025; Dec 31, 2025; Nov/Dec 2026) and a five-year cliff option vest on Nov 30, 2025 could create episodic selling pressure; 2024 saw material stock vesting without option exercises .
- Performance traction: Despite 2024 record operational metrics (Total Segment EBT $603.5M) and strategic refocus, cumulative TSR since 2019 trails the peer index, keeping pay-for-performance scrutiny elevated; 2024 bonus paid at 120% of target underscores Committee’s view of strong execution .