Doug Johnstone
About Doug Johnstone
Doug Johnstone, age 42, is President, Hawaii Region & National Condominium Development at Howard Hughes Holdings (HHH). He joined HHH in November 2012, served as President, Hawaii Region from January 2020 to June 2025, and has led both the Hawaii region and national condominium development since July 2025 . Born in Honolulu, he holds a BA in Economics with Honors from Stanford University and previously managed value‑add redevelopment at Kamehameha Schools and was a VP at Cyburt Hall Partners focused on opportunistic investments . His compensation is tied to company performance via a general annual incentive plan and long‑term equity awards; HHH’s performance metrics for executive pay emphasize NAV growth for performance‑based equity since March 2023 and broader measures including Total Segment EBT, Operating Assets NOI, Corporate Cash G&A, MPC EBT, and TSR . In 2024, his team delivered record closings at Victoria Place ($212 million gross profit) and advanced The Park Ward Village, Kalae, and The Launiu presales ($533 million among 316 units), illustrating execution against HHH’s development objectives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Howard Hughes Holdings Inc. | President, Hawaii Region | Jan 2020–Jun 2025 | Spearheaded growth of Ward Village; optimized operating asset performance alongside residential/development activity |
| Howard Hughes Holdings Inc. | President, Hawaii Region & National Condominium Development | Jul 2025–Present | Oversees asset management, financing, redevelopment in Hawaii; leads all condominiums across company regions |
| Kamehameha Schools | Managed value‑add redevelopment (Commercial RE portfolio) | Not disclosed | Led redevelopment efforts across institutional portfolio |
| Cyburt Hall Partners | Vice President (opportunistic investments/joint ventures) | Not disclosed | Executed opportunistic investments with institutional JV partners |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NAIOP Hawaii | Board of Directors | Not disclosed | Industry network and influence in commercial real estate |
| Aloha United Way | Board of Directors | Not disclosed | Community engagement and philanthropy ties |
| Hawaii Business Roundtable | Member | Not disclosed | Policy/business forum participation in Hawaii |
| Young Presidents’ Organization (YPO) | Member | Not disclosed | Executive leadership network |
| Omidyar Fellows | Member | Not disclosed | Leadership development and civic involvement |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $550,000 | $575,000 (effective Jan 1, 2025) |
| Target Bonus (% of base) | 100% | 100% |
| Target Bonus ($) | $550,000 | $575,000 |
| Actual Annual Bonus Paid ($) | $600,000 (109% of target) | — |
| Long‑Term Equity Incentives – Grant Date Fair Value ($) | $482,995 | — |
All Other Compensation (2024, $31,710): $6,058 executive long‑term disability plan + $2,802 tax gross‑up; $5,000 charitable match; $240 group term life; $360 executive medical flight program; $17,250 401(k) contribution .
Performance Compensation
Annual Incentive (FY2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| General annual incentive plan (CEO‑recommended; Compensation Committee‑approved) | Not disclosed | 100% of base ($550,000) | 109% of target | $600,000 cash | Cash, annual award |
Notes:
- Johnstone does not participate in the other NEOs’ annual cash bonus program; his annual incentive is under the corporate plan for non‑NEO employees, assessed on objective and subjective measures (CEO recommendation; Committee approval) .
Long‑Term Equity Incentives (structure, awards, vesting)
| Award type | Grant date | Target shares | Adjusted shares post‑spinoff | Grant‑date fair value ($) | Vesting | Performance metric |
|---|---|---|---|---|---|---|
| TBRS | 02/08/2021 | 179 | — | $13,769 | Equal annual installments over 3 years | N/A (time‑based) |
| PBRS | 03/23/2023 | 2,314 | — | — | Vests at end of 3 years (performance) | NAV growth (since Mar 2023) |
| TBRS | 02/02/2023 | 660 | — | $50,767 | Equal annual installments over 3 years | N/A (time‑based) |
| TBRS | 01/30/2024 | 2,896 | 3,268 | $237,530 | Equal annual installments over 3 years | N/A (time‑based) |
| PBRS | 01/30/2024 | 2,896 | 3,268 | $245,465 | Vests at end of 3 years (performance) | NAV growth (since Mar 2023) |
| TBRS | 02/2025 | — | 3,952 | — | Equal annual installments over 3 years | N/A (time‑based) |
| PBRS | 02/2025 | — | 3,952 | — | Vests at end of 3 years (performance) | NAV growth (since Mar 2023) |
Program structure for Johnstone: annual long‑term equity award targeted at 100% of base salary, split 50% time‑based and 50% performance‑based under the 2020 Equity Incentive Plan (or successor) . Performance‑based restricted stock vests 0–200% of target shares based on three‑year NAV growth; time‑based restricted stock vests ratably over three years .
Equity Ownership & Alignment
Beneficial ownership (as of Aug 4, 2025):
| Metric | Value |
|---|---|
| Shares beneficially owned | 19,366 |
| Ownership % | Less than 1% |
Restricted stock positions (as of proxy disclosures):
| Award | Shares |
|---|---|
| TBRS (Feb 2021) | 179 |
| TBRS (Feb 2023) | 660 |
| PBRS (Mar 2023) | 2,314 |
| TBRS (Jan 2024, adjusted) | 3,268 |
| PBRS (Jan 2024, adjusted) | 3,268 |
| TBRS (Feb 2025) | 3,952 |
| PBRS (Feb 2025) | 3,952 |
- Options: None disclosed (no option awards reported for 2024) .
- Pledging/Hedging: Company prohibits short sales, publicly traded options, hedging, pledging, margin accounts, and limit orders involving Company securities; no pledging by Johnstone disclosed .
- Ownership guidelines: Senior executive guidelines apply to CEO (5x), President (5x), CFO (3x), and General Counsel & Secretary (2x); Johnstone’s role is not listed among guideline‑covered positions. Covered NEOs are within grace periods and compliant as of Aug 4, 2025 .
Employment Terms
- Status: At‑will employee; President, Hawaii Region since January 2020; head of national condominium development since July 2025 .
- Compensation terms: Annual base salary $550,000, increased to $575,000 effective January 1, 2025; annual discretionary bonus target at 100% of base salary; eligible for annual long‑term equity awards targeted at 100% of base salary (50% TBRS/50% PBRS) under the equity plan .
- Change‑of‑control and vesting: Equity awards use double‑trigger vesting upon qualifying termination within 12 months following change of control; minimum one‑year vesting criteria for most awards; clawback (recoupment) policies apply to incentive‑based compensation and equity awards .
- Severance, non‑compete, non‑solicit: No individual severance or restrictive covenant terms disclosed for Johnstone in the proxy .
Compensation Structure Analysis
- Cash vs equity mix (2024): Salary $550,000; bonus $600,000; stock awards $482,995; all other compensation $31,710; total $1,664,705 — indicating a balanced mix with meaningful equity exposure .
- Shift to performance metrics: NAV growth is the sole metric for performance‑based long‑term awards since March 2023, increasing alignment with long‑term value creation .
- Peer group benchmarking: Committee reviewed a 15‑company real estate‑focused peer set (e.g., Camden, Kilroy, Regency, UDR, Toll Brothers, Tri Pointe) to contextualize compensation decisions .
Performance & Track Record
- 2024 achievements: Record closings at Victoria Place (~$212 million gross profit), presales of ~$533 million among 316 units for The Park Ward Village, Kalae, and The Launiu; continued progress on four mixed‑use high rises and district infrastructure; optimization of operating asset performance .
- Pay‑for‑performance context: HHH highlights linkages between compensation actually paid and TSR, Net Income, and Total Segment EBT, with most important measures including Total Segment EBT, Operating Assets NOI, Corporate Cash G&A, MPC EBT, and TSR .
Equity Ownership & Alignment Risks
- Vested vs unvested: Several restricted stock awards where Johnstone has voting power but no dispositive power (unvested) remain outstanding, creating scheduled vesting events over the 2025–2027 period (TBRS) and at three‑year performance measurement endpoints (PBRS) .
- Trading pressure: Company prohibits hedging/pledging, which mitigates misalignment risk; no options disclosed reduces forced exercise dynamics .
Compensation Committee & Governance
- Compensation Committee: Independent directors; evaluates executive compensation, approves employment arrangements, oversees risk and clawback policies .
- Best practices: Double‑trigger change‑of‑control, minimum three‑year vest on performance awards, clawback policy, stock ownership guidelines for covered executives .
Investment Implications
- Alignment: Johnstone’s equity grants are split 50/50 time‑based and performance‑based with NAV growth as the sole PBRS metric since 2023, aligning incentives with long‑term value creation in HHH’s development pipeline (notably Ward Village) .
- Retention: At‑will status increases theoretical mobility, but multi‑year vesting on TBRS and three‑year NAV‑based PBRS creates retention hooks through at least 2027 for recent grants .
- Near‑term catalysts: Scheduled TBRS vesting and PBRS performance measurement windows will incrementally deliver realizable equity if NAV growth targets are met; 2024 execution (Victoria Place, presales) supports pipeline momentum in Hawaii condominiums .
- Governance safeguards: Clawback and anti‑hedging/pledging policies reduce adverse alignment risks; no options reduce exercise‑driven volatility; peer benchmarking suggests compensation decisions are calibrated within sector norms .