R. Scot Sellers
About R. Scot Sellers
R. Scot Sellers, age 68, is Presiding Director since May 2025 and has served as an independent director at Howard Hughes Holdings Inc. (HHH) since November 2010; he was Chairman of the Board from May 2024 to May 2025 . Sellers spent 45 years in real estate, including as CEO of Archstone (1997–2013) and CIO (1995–1997), overseeing development, acquisition, and operations of over $40B of apartment communities across 50+ U.S. cities; he chaired NAREIT (2005–2006) and served on Habitat for Humanity’s International Board (2013–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archstone | Chief Executive Officer | Jan 1997 – Feb 2013 | Grew to largest publicly traded owner of urban high-rise apartments; >$22B market cap during tenure |
| Archstone | Chief Investment Officer | 1995 – Jan 1997 | Led investment function prior to CEO role |
| National Association of Real Estate Investment Trusts (NAREIT) | Chairman | Nov 2005 – Nov 2006 | Industry leadership |
| Habitat for Humanity (International Board) | Director | Jun 2013 – Nov 2020 | Non-profit governance |
External Roles
| Organization | Role | Tenure/Status | Public/Private |
|---|---|---|---|
| Maui Land & Pineapple Company, Inc. | Chairman of the Board | Since May 2023; current | Public |
| The Irvine Company | Board Member | Current | Private |
| Milhaus LLC | Board Member | Current | Private |
Board Governance
- Independence and leadership: Independent director since 2010; Presiding Director since May 2025; previously independent Chairman (May 2024–May 2025) .
- Committee assignments: Compensation Committee Chair (2024, first half), then member (2024, second half); served on Risk Committee until May 2024; current Compensation Committee listed as Sellers (Chair), Mary Ann Tighe, Anthony Williams .
- Attendance and meeting cadence (2024): Board met 10 times with 5 executive sessions; all directors attended ≥75% of Board and committee meetings and the annual meeting; committee meetings—Audit: 5; Compensation: 5; Nominating & Corporate Governance: 4; Technology: 4 .
- Committee independence: Each committee is 100% independent and meets without management present; charters reviewed annually .
- Presiding Director function: Non-management directors meet in executive session at least four times; Presiding Director or Chair presides .
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Compensation | Chair (H1 2024), Member (H2 2024) | 5 | Current roster lists Sellers (Chair); responsibilities include executive pay, incentive plans, director compensation, CD&A approval |
| Risk | Member (until May 2024) | 4 | Risk Committee dissolved in June 2025 |
| Board Leadership | Presiding Director (since May 2025) | Exec sessions: 5 | Independent leadership; prior Chair May 2024–May 2025 |
Fixed Compensation
| Program Element (Non-Employee Directors, 2024) | Amount |
|---|---|
| Annual Board Retainer (Restricted Stock + Cash) | $145,000 RS + $75,000 cash ($220,000 total) |
| Board Chair Retainer | $150,000 (paid $100,000 in restricted stock; remaining $50,000 cash or stock) |
| Presiding Director Retainer | $50,000 (cash) |
| Audit Committee Chair / Member | $30,000 / $15,000 |
| Compensation Committee Chair / Member | $20,000 (from Q3 2024; previously $15,000) / $10,000 (from Q3 2024; previously $5,000) |
| Nominating & Corporate Governance Chair / Member | $15,000 (from Q3 2024; previously $12,500) / $10,000 (from Q3 2024; previously $5,000) |
| Risk Committee Chair / Member | $15,000 / $10,000 (dissolved June 2025) |
| Technology Committee Chair / Member | $15,000 / $10,000 |
| Spinoff Special Committee Chair / Member | $80,000 / $40,000 |
| 2024 Non-Employee Director Compensation (Sellers) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $270,000 |
| Restricted Stock Awards (grant date fair value) | $145,000 |
| Total | $415,000 |
Notes: Sellers elected to receive $75,000 of the annual cash retainer in restricted stock; amounts elected from cash retainer into stock are excluded from the “Restricted Stock Awards” column per ASC 718 presentation . Sellers received fees for Presiding Director (Q1–Q2 2024) and Board Chair (Q3–Q4 2024), was Compensation Committee Chair (Q1–Q2 2024) and a member (Q3–Q4 2024), and served on the Risk Committee until May 2024 .
Performance Compensation
| Director Equity Award Terms | Detail |
|---|---|
| Annual equity grant (non-employee directors) | $145,000 in restricted stock |
| Vesting schedule | Vests on earlier of next annual meeting or June 1 of following year |
| Dividends on restricted stock | No dividends/dividend equivalents accrue or pay prior to vesting |
| Minimum vesting requirement | Awards vest no earlier than 1 year; directors’ awards may vest on earlier of 1 year or next annual meeting (≥50 weeks) |
| Director award limit | Annual cap: cash fees + grant-date fair value of awards ≤ $950,000 |
| Equity plan guardrails | No option/SAR repricing without shareholder approval; no below-FMV strikes; clawback; no pledging of equity awards |
Performance metrics: No performance-based metrics disclosed for director equity; non-employee director awards are time-vested restricted stock per the program .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Maui Land & Pineapple Company, Inc. | Chairman | None disclosed with HHH competitors/suppliers/customers |
| The Irvine Company (Private) | Board Member | None disclosed |
| Milhaus LLC (Private) | Board Member | None disclosed |
Compensation Committee interlocks: 2024 Compensation Committee members included Sellers, Flatto, Hakim (until May 2025), Tighe; apart from Ackman becoming an executive in May 2025 and leaving the Committee, no executive officers served on boards/comp committees of other companies with reciprocal relationships in 2024 .
Expertise & Qualifications
- Real estate development/operations: Led Archstone’s expansion to premier urban markets; >$40B portfolio across 50+ cities; industry chairmanship (NAREIT) .
- Governance leadership: Chair and Presiding Director roles at HHH; multiple boards (public/private) .
- Skills matrix: Real estate, capital markets, operating and governance expertise aligned with HHH Board needs .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 62,517 shares; <1% of outstanding |
| Shares outstanding basis | 59,398,914 shares (Aug 4, 2025) |
| Restricted stock held (as of Dec 31, 2024) | 6,202 shares |
| Hedging/pledging | Prohibited for directors; no margin accounts or pledging HHH securities |
| Stock ownership guidelines (non-management directors) | Required to hold 5x retainer (pre-5/14/2013: 5×$112,000; post-5/14/2013: 5×$165,000) within 5 years; all directors compliant or within grace period as of Aug 4, 2025 |
Insider Trades
| Date | Form | Security & Amount | Price | Key Terms | Source |
|---|---|---|---|---|---|
| 2025-06-20 | Form 4 | Restricted common stock: 3,898 shares | $0 | Vests on earlier of 2026 annual meeting or June 1, 2026 | |
| 2024-06-21 filing (earliest transaction 2024-06-14) | Form 4 | Restricted stock grant (shares not stated in summary) | — | Vests on earlier of 2025 annual meeting or June 1, 2025 |
Governance Assessment
- Strengths: Independent leadership as Presiding Director; all committees fully independent with regular executive sessions; robust director ownership guidelines with compliance; prohibition on hedging/pledging; strong attendance (≥75% across Board and committees) .
- Compensation governance: Sellers chairs the Compensation Committee; committee publishes CD&A, employs independent consultant, annual risk reviews, clawback policy—consistent with best practices .
- Potential conflicts (monitoring required): Extensive related-party arrangements with Pershing Square (Services Agreement with base and variable fees tied to stock price, 10-year term, change-of-control make-whole), ownership and voting caps, PS board designees and consent rights; mitigations include disinterested director approvals, termination rights, and caps; no specific adverse disclosures tied to Sellers personally, but oversight as Presiding Director/Comp Chair is critical for investor confidence .
- Recent leadership transition: 8-K disclosed Sellers would succeed Ackman as Chairman at the 2024 annual meeting (which occurred, then transitioned to Presiding Director in May 2025), indicating continuity in independent oversight .
RED FLAGS to watch:
• Related-party Services Agreement economics and consent rights with Pershing Square—ensure ongoing disinterested director oversight and transparency .
• Concentrated shareholder influence (ownership/voting caps) and PS Board Designees—monitor committee proportional representation and independence .
• No hedging/pledging allowed—policy strength; confirm ongoing compliance (no pledges) .
Signal of alignment: Time-vested equity grants, ownership guidelines compliance, and prohibition on hedging/pledging support alignment with shareholders .