Joseph Valane
About Joseph Valane
Howard Hughes Holdings’ General Counsel & Secretary (age 39) since March 2024, responsible for all legal matters across HHH’s national MPC/community portfolio, with prior senior legal roles at Blackstone portfolio companies Revantage and ShopCore and earlier experience at Kleinbard LLC and Morgan, Lewis & Bockius. He holds a J.D. from NYU School of Law and a B.A. in International Affairs from George Washington University (summa cum laude; Phi Beta Kappa) . His 2024 total reported compensation was $1,917,328 including $394,231 salary, $400,000 sign-on bonus, $600,000 annual incentive, and $499,981 in stock awards . Long-term equity performance is tied in part to adjusted NAV/share CAGR through 12/31/2026, with vesting from 0–200% based on a tiered schedule approved by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Revantage (Blackstone) | General Counsel | — | Oversaw large legal teams supporting Blackstone’s U.S. real estate portfolio across retail, multifamily, office, logistics, and hospitality . |
| ShopCore (Blackstone) | General Counsel | — | Led legal support for Blackstone retail assets, managing complex legal and business challenges . |
| Kleinbard LLC | Partner | — | Advised on equity finance/investment structuring, M&A, and corporate counseling for diverse corporate clients . |
| Morgan, Lewis & Bockius LLP | Corporate Associate | — | Focused on M&A and securities offerings for Fortune 500s, investment banks, and emerging companies . |
External Roles
No public-company directorships or external board roles for Valane were disclosed in the 2025 proxy’s executive officer background section .
Fixed Compensation
| Component | 2024 Amount | 2025/Contractual Terms |
|---|---|---|
| Base Salary | $394,231 (earned; partial year) | Contractual annual base salary: $500,000 . |
| Annual Cash Bonus (Target) | $500,000 target; actual paid $600,000 | Future bonus: 80%–120% of target if minimum goal set and achieved . |
| Sign-on/Initial Cash Bonus | $400,000 (one-time) | — |
| All Other Compensation | $23,116 | — |
Performance Compensation
- Annual bonus framework: Bonus based on Compensation Committee-set performance goals; if a minimum overall goal is set and achieved, payout ranges 80%–120% of the $500,000 target .
- Long-term equity (standard program): Annual target LTIP $750,000, split 50% time-based and 50% performance-based restricted stock, under the 2020 Equity Incentive Plan .
2024–2026 PSU Metric Schedule (Adjusted NAV/share CAGR)
| Target average annual adjusted NAV/share growth | End-date adjusted NAV/share | Vesting % |
|---|---|---|
| 0.00%–5.99% | $94.39 or below | 0% |
| 6.00%–8.99% | $94.40 | 100% |
| 9.00%–11.99% | $101.60 | 150% |
| 12.00%+ | $108.80 | 200% |
Note: Valane’s initial 2024 award was time-based only; performance-based awards were included in his 2025 annual grant (see Equity Grants) .
Equity Grants and Vesting
| Grant date | Instrument | Shares/Units | Grant-date value | Vesting terms |
|---|---|---|---|---|
| Apr 1, 2024 | Time-based restricted stock (TBRS) | 7,040 | $499,981 | Vests 1/3 on each anniversary of grant (Apr 1, 2025; Apr 1, 2026; Apr 1, 2027) . |
| Apr 1, 2024 (adjustment post-spinoff) | TBRS (adjusted) | Adjusted to 7,945 shares | — | Same schedule as above . |
| Feb 2025 (annual grant) | TBRS | 4,940 (component of 2025 LTIP) | — | Company standard time-based schedule for 2025 awards (not detailed for Valane in extract) . |
| Feb 2025 (annual grant) | PBRS (PSUs) | 4,940 (component of 2025 LTIP) | — | Cliff-vest based on adjusted NAV/share growth through 12/31/2026 per schedule . |
2024 vesting activity: No options exercised and no stock vested for Valane in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 4, 2025) | 17,189 shares; less than 1% of shares outstanding (59,398,914 shares) . |
| Composition (not exhaustive) | Includes 7,945 TBRS granted Mar/Apr 2024; and 4,940 TBRS + 4,940 PBRS granted Feb 2025 (voting power without dispositive power until vesting) . |
| Stock ownership guidelines (executives) | General Counsel required to hold 2x base salary; 5-year grace period for new hires; NEOs subject to policy are within grace and in compliance as of Aug 4, 2025 . |
| Hedging/pledging | Prohibited: no short sales, public options, hedging, pledging, margin accounts, or limit orders in Company securities . |
| Clawback | Compensation recovery policy requiring recoupment in the event of accounting restatements . |
Employment Terms
| Term | Key economics and protections |
|---|---|
| Agreement dates | Employment agreement dated Dec 29, 2023; effective Mar 18, 2024; amended Apr 1, 2025 . |
| Term and renewal | Initial term through Dec 31, 2028; automatic 1-year renewals unless 60-days’ notice of non-renewal . |
| Base/bonus/LTIP | Base salary $500,000; annual bonus target $500,000 (80%–120% of target if minimum goal set and achieved); annual LTIP target $750,000 (50% TBRS/50% PBRS) . |
| Restrictive covenants | Non-compete and non-solicit during employment and for 12 months post-termination; confidentiality and non-disparagement . |
| “Transaction” concept (2025 amendment) | Adds “Transaction” definition (e.g., ≥40% equity change or other significant control/asset change) and benefits for terminations within 24 months following a Transaction; also expands “Good Reason” (e.g., diminished role post-Transaction/CIC) . |
Severance and Change-in-Control (illustrative amounts as of 12/31/2024, share price $76.94)
| Scenario | Cash severance | Equity treatment (est. value) | Total |
|---|---|---|---|
| Termination without cause / for Good Reason | $1,500,000 (salary + target bonus + prorated target bonus) | $611,288 (time-based vests; performance-based continues on metrics) | $2,111,288 |
| Death or Disability | $500,000 (prorated bonus) | $611,288 (time-based vests; performance-based continues on metrics) | $1,111,288 |
| CIC/Transaction termination (double trigger; within 24 months) | $2,500,000 (2x salary + 2x target bonus + prorated bonus) | $611,288 (time-based fully vests; performance-based vests at greater of 100% or achieved level) | $3,111,288 |
Receipt of severance is contingent on executing and not revoking a release; no excise tax gross-ups noted (company practice) .
Performance & Track Record
- 2024 highlights: Joined March 2024; leads multi-disciplinary legal team; implemented technology and process improvements in leasing/commercial contract review; created Legal Operations to enhance workflows and stakeholder collaboration .
Compensation Structure Analysis
- Mix and alignment: 2024 total comp emphasized at-risk pay (annual bonus and equity). Standard program targets $750k LTIP at 50% PBRS tied to multi-year adjusted NAV/share CAGR, reinforcing long-term value creation alignment .
- Shift/one-time items: New-hire design included a $400k sign-on bonus and a 2024 initial LTIP that was time-based only; by 2025, awards included both TBRS and PBRS consistent with the standard 50/50 design .
- Governance features: Robust clawback and strict anti-hedging/pledging policies; ownership guideline of 2x salary with 5-year compliance period for new executives .
Vesting Schedules and Potential Selling Pressure
- RSU vesting cadence: 2024 TBRS award vests in equal thirds on Apr 1, 2025; Apr 1, 2026; Apr 1, 2027, creating mechanical supply events on/around these dates .
- 2025 PBRS cliff: Performance-based shares from 2025 grant cliff-vest based on adjusted NAV/share performance through 12/31/2026, introducing a binary vesting event in early 2027 after certification .
- 2024 activity: No vesting for Valane in 2024 (no realized stock vesting or option exercises reported) .
Equity Ownership & Alignment (Detail)
| Measure | Amount/Status |
|---|---|
| Beneficial ownership | 17,189 shares; <1% of outstanding . |
| Included awards (examples) | 7,945 TBRS from 2024 grant (adjusted post-spinoff); 4,940 TBRS and 4,940 PBRS from Feb 2025 grant (voting w/o dispositive power pre-vest) . |
| Ownership guidelines | 2x salary for General Counsel; 5 years to comply; currently within grace and compliant . |
| Hedging/pledging | Prohibited . |
Employment Terms (Additional Provisions)
- Non-renewal: If the Company elects non-renewal after the initial term, pro-rated bonus and full vesting of time-based awards; performance awards remain outstanding to be earned on metrics .
- Good Reason/CIC enhancements: Expanded “Good Reason” includes diminution in authority post-Transaction/CIC; severance multiples and vesting acceleration increase in CIC/Transaction terminations (double trigger) .
Investment Implications
- Pay-for-performance alignment: Annual equity split between time- and performance-based awards with NAV/share growth hurdles supports long-term alignment; however, as a newer NEO, 2024 included a time-based-only grant and a one-time $400k sign-on, modestly elevating fixed/guaranteed elements initially .
- Retention and deal sensitivity: Contract runs through 12/31/2028 with 12-month non-compete; 2025 amendments add “Transaction” protections and enhanced severance on double trigger, which should bolster retention through strategic events but may increase potential change-in-control costs .
- Ownership alignment: Personal stake is small relative to float (<1%) but subject to 2x-salary ownership guidelines and strict anti-hedging/pledging policy, which reduces misalignment risk; compliance within the grace period is noted .
- Trading/flow watchpoints: Annual TBRS tranches vest each April 1 (2025–2027) and PBRS could cliff-vest after 12/31/2026 based on NAV/share outcomes, creating identifiable windows of potential insider selling pressure as shares deliver .