Jean-Baptiste Wautier
About Jean-Baptiste Wautier
Jean‑Baptiste Wautier (age 55) is an independent director of Howard Hughes Holdings Inc. (HHH) since May 2025. He is an investor and philanthropist, co‑founder of the Wautier Family Office (2024), and currently serves as Chairman of GEDEBE and a non‑executive director at Studio Razavi + Partners; he also chairs the Investment Committee at Sci Ventures and is Chairman of Aspire. He became a director of Pershing Square Holdings, Ltd. in May 2025. Wautier is a Senior Lecturer at Sciences Po and an Executive Fellow at Panmure House. He holds a Master’s (Political Science and Government) from Sciences Po and a Master of Science (Industrial Organisation) from Université Sorbonne Paris Nord.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen | Early career | Not disclosed | Accounting foundation |
| Morgan Stanley | Early career | Not disclosed | Investment banking experience |
| IK Partners | Private equity professional | Joined 2000 | PE investing track record |
| BC Partners (UK) | Chairman of Investment Committee; Chief Investment Officer (UK); Management Committee (UK) | 2013–2023 (CIO & IC Chair); Management Committee 2018–2023; joined 2004; left 2024 | Led investment decision‑making; UK CIO; senior leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GEDEBE | Chairman | Current | Luxury fashion house |
| Studio Razavi + Partners | Non‑Executive Director | Current | Architectural practice |
| Sci Ventures | Chair, Investment Committee | Current | Investment governance leadership |
| Aspire | Chairman | Current | Chair role |
| Pershing Square Holdings, Ltd. | Director | Since May 2025 | Public company board; potential interlock with HHH’s Pershing Square agreements – |
| Sciences Po University | Senior Lecturer | Current | Academic role |
| Panmure House (Adam Smith’s) | Executive Fellow | Current | Fellowship |
Board Governance
- Independence: The Board determined Wautier is independent under NYSE standards. All Board committees are composed entirely of independent directors.
- Committee Memberships: Audit Committee (member) and Technology Committee (member).
- Board/Committee Activity: In 2024, the Board held 10 meetings; executive sessions of independent directors occurred 5 times; Audit, Compensation, N&CG, Risk, Technology committees met 5, 5, 4, 4, and 4 times respectively. All directors (serving in 2024) attended at least 75% of meetings. Wautier joined in May 2025 (2024 attendance not applicable).
- Executive Sessions: Non‑management directors meet in executive session at least four times per year; the Presiding Director or Chairman presides.
- Presiding Director: R. Scot Sellers is Presiding Director.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $220,000 | $145,000 in restricted stock + $75,000 in cash (cash portion may be taken as stock); RS vests at the earlier of next annual meeting or June 1 following year. |
| Audit Committee Member Retainer | $15,000 | Increased from $5,000 to $10,000 (Comp/N&CG/Risk/Tech) and $15,000 (Audit Chair $30,000) starting Q3 2024; Audit member specifically $15,000. |
| Technology Committee Member Retainer | $10,000 | Member retainer. |
| Director Award Limit (in new plan) | $950,000 | Aggregate annual cap including cash + grant date fair value for non‑employee directors. |
| Chair Fees (reference) | $15,000 (N&CG/Risk/Tech); $30,000 (Audit); $20,000 (Comp) | For completeness; Wautier is not disclosed as a chair. |
2024 Director Compensation Table shows Wautier had no compensation in 2024 (joined May 2025).
Performance Compensation
| Equity Award Type | Value Basis | Vesting | Performance Metrics | Clawback/Other Terms |
|---|---|---|---|---|
| Annual Restricted Stock (Director) | $145,000 | Vests at the earlier of next annual meeting or June 1 following year | None disclosed for director equity; time‑based | Subject to company clawback/recoupment policy; dividends payable only upon vesting; minimum one‑year vesting criteria applies to most awards; no repricing; no pledging of equity awards. |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Context |
|---|---|---|
| Pershing Square Holdings, Ltd. | Director (since May 2025) | Pershing Square and affiliates have significant ownership in HHH and extensive agreements (Share Purchase Agreement, Services Agreement with quarterly base and variable fees, Shareholder Agreement with nomination and consent rights, Standstill Agreement with voting cap and ownership cap). Independent committees and disinterested director approvals are required for related‑party transactions; committee charters specify independence. – |
Expertise & Qualifications
- Skills matrix shows Wautier possesses expertise in operations, real estate development/management, capital markets, marketing, technology, audit/accounting/financial statements, financial expertise, and corporate governance.
- Biography emphasizes investment leadership (CIO/IC Chair), architectural domain exposure, and academic roles.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jean‑Baptiste Wautier | 0 | * | Less than 1%; holds restricted stock 2,094 shares with sole voting power, no dispositive power; expected to vest at the earlier of the 2026 annual meeting or June 1, 2026. |
- Director Stock Ownership Guidelines: Non‑management directors appointed on/after May 14, 2013 must own shares equal to 5× the $165,000 annual retainer within 5 years of appointment; as of August 4, 2025, each director was compliant and/or within the initial grace period (Wautier joined May 2025).
- Hedging/Pledging: Prohibited for directors and officers.
- Section 16 Compliance: No late Section 16 filings disclosed for Wautier (late filings noted for other individuals).
Governance Assessment
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Strengths
- Independent director with deep investment governance experience (former CIO and Investment Committee Chair at BC Partners), serving on Audit and Technology committees that oversee financial reporting, compliance, cybersecurity, data privacy, AI and digital strategy risks.
- Director compensation structure is equity‑heavy, aligning interests (annual $145k RS with vest‑aligned cadence); robust clawback and anti‑hedging/pledging policies support alignment and risk control.
- Board policies ensure majority independence; independent committee composition; frequent executive sessions; evaluations including periodic third‑party reviews.
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Potential Conflicts / RED FLAGS
- Interlock: Wautier’s directorship at Pershing Square Holdings, Ltd. coincides with Pershing Square’s significant ownership and expansive agreements with HHH (services/fees, nomination/consent rights). Heightened scrutiny warranted on related‑party oversight. Mitigants include disinterested director approvals, independent committee composition, voting cap (40%), and ownership cap (47%). –
- Ownership alignment: As a new director, beneficial common ownership is zero with unvested RS of 2,094; within guideline grace period but minimal current “skin‑in‑the‑game.” Monitor progression toward guideline compliance.
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Engagement/Attendance
- Company disclosures show strong board/committee activity and attendance in 2024; Wautier joined in May 2025—specific attendance metrics for him are not yet disclosed.
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Compensation Structure Signals
- Director pay uses fixed retainers and time‑based equity; no performance metrics for directors (appropriate for independence), with new plan imposing an annual director cap ($950k) to protect against excessive awards; burn rate/overhang monitoring provided at company level.
Overall, Wautier brings seasoned investment and governance skills to audit/technology oversight, but his PSH board seat creates an interlock amid Pershing’s broad governance and economic agreements with HHH—making adherence to disinterested approvals, independent committee processes, and the Standstill voting/ownership caps pivotal to maintaining investor confidence. – –