Ryan Israel
About Ryan Israel
Ryan Israel, age 40, is Chief Investment Officer (CIO) of Howard Hughes Holdings Inc. (HHH) and a director since May 2025; he is also CIO of Pershing Square Capital Management and a PS Board Designee at HHH, with the company noting he is not independent due to Pershing Square agreements and his executive role . He graduated summa cum laude from the Wharton School (B.S., 2007) and previously served as an analyst at Goldman Sachs (TMT) and as a director of Element Solutions Inc. (2013–2019) . Company performance context: HHH delivered record 2023 MPC earnings-before-tax ($341.4M; +21% YoY) and record Operating Assets NOI ($244.4M; +2% YoY; +4% ex-dispositions), underscoring the asset base he now helps deploy under HHH’s new diversified holding company strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Howard Hughes Holdings Inc. | Chief Investment Officer; Director | CIO and director since May 2025 | Oversees investment strategy as HHH pivots to a diversified holding company; observer to Compensation Committee |
| Pershing Square Capital Management, L.P. | Chief Investment Officer; Investment team member | Joined 2009; CIO since Aug 2022 | Leads investment research and capital allocation at Pershing Square; informs HHH investment services under Services Agreement |
| Element Solutions Inc. | Director | Oct 2013 – Jan 2019 | Board oversight and value creation at a public chemicals company |
| Goldman Sachs (TMT) | Analyst | Not disclosed | Early career analytical training in technology, media, telecom sectors |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pershing Square Holdco GP, LLC | Board member | Since Jun 2024 | Governance role at Pershing Square Holdco GP |
| Pershing Square ecosystem | CIO, Pershing Square | Since Aug 2022 | Oversees investments; supports HHH via Services Agreement |
Fixed Compensation
| Component | 2024 | 2025 YTD | Notes |
|---|---|---|---|
| Director cash retainer ($) | – | – | Israel joined the Board in May 2025 and waived all director compensation |
| Director equity retainer ($) | – | – | No equity awards for director service; waived |
| HHH executive (CIO) salary/bonus/equity | Not disclosed | Not disclosed | CIO compensation terms are not disclosed in proxy/8-K; HHH engages Pershing Square via Services Agreement for CIO-related services |
Performance Compensation
| Metric | Weighting | Target / Formula | Actual / Payout | Vesting / Timing |
|---|---|---|---|---|
| Pershing Square Services Agreement – Variable Fee (influences CIO incentives) | N/A | Quarterly variable fee = 0.375% × [(Quarter-End Price − Reference Share Price) × Reference Share Count]; Reference Share Price=$66.1453 (inflation-adjusted); Reference Share Count=59,393,938 (adjustable for splits) | Paid quarterly in cash; invoice due within 5 days post quarter; payment within 15 days | Quarterly; no vesting schedule (services fee) |
Note: The Services Agreement compensates Pershing Square (not Israel personally) and creates stock-price-linked incentives for the CIO function, aligning investment services with HHH equity performance .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ryan Israel | 970 | <1% | Beneficial ownership as of Aug 4, 2025; disclaims beneficial ownership of shares held by Pershing Square funds |
| Pershing Square (Funds) | 27,852,064 | 46.9% | PS sharing voting/investment power; subject to voting cap and standstill constraints |
| Policy / Guideline | Status / Terms |
|---|---|
| Hedging, pledging, short sales, options, margin accounts | Prohibited for directors/executives, reinforcing alignment |
| Director stock ownership guidelines | Each director compliant or within initial grace period as of Aug 4, 2025 |
Employment Terms
| Term / Provision | Details |
|---|---|
| Services Agreement (Pershing Square) Term | Initial 10-year term (to May 2035) with successive 10-year renewals unless non-renewed or terminated per terms |
| Fees | Base fee $3.75M per quarter ($15M per year), inflation-adjusted from 2026; Variable fee per stock-price formula (see above) |
| Termination – by HHH | With 2/3 disinterested directors approval for cause (default/fraud/bad faith/gross negligence/bankruptcy) with 30–120 days’ notice; upon change of control with payment of Make-Whole fee |
| Make-Whole fee on change of control | Present value of remaining base + variable fees; independent appraisal mechanism if disputed |
| Equity Trigger (sell-down) | If PS Holdco & affiliates sell below thresholds (≤100% of purchased shares within 10 years; ≤75% after 10 years), HHH may terminate within 120 days with unanimous disinterested director approval |
| Consent rights (Shareholder Agreement) | While Services Agreement in effect and PS ≥17.5% ownership: HHH cannot appoint/remove/replace CIO or alter CIO/Executive Chairman scope without PS consent; proportional committee representation for PS Designees |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Not independent due to Pershing Square agreements and executive role; PS Board Designee |
| Committee roles | Observer (non-voting) to Compensation Committee since June 2025, preserving committee independence |
| Board size & composition | 11 members; majority independent; Executive Chairman role held by PS Designee; Presiding Director independent |
| Executive sessions | Independent directors meet regularly without management |
| Director compensation | Non-employee directors generally receive $220K (cash + RS) with committee retainers; Israel waived director compensation |
Compensation & Incentives Program Context (Company)
| Practice | Status / Terms |
|---|---|
| Pay-for-performance | Majority of exec pay is performance-based; multi-year vesting; performance hurdles on equity awards |
| Clawbacks | Executive Compensation Recoupment Policy; restatement-based recoupment, broader clawback compliance |
| No excise tax gross-ups | No gross-ups in employment agreements/incentive plans |
| Ownership guidelines | Executives subject to stock ownership guidelines (CEO/President/CFO/GC explicitly in 2024) |
Director Compensation (Company Program Reference)
| Item | Amount |
|---|---|
| Annual Board Retainer | $145,000 restricted stock + $75,000 cash (director may elect more equity) |
| Chair/Presiding Director Retainers | Chair $150,000; Presiding Director $50,000 |
| Committee Retainers (2024 changes) | Compensation Chair $20,000; members $10,000; N&CG/Technology/Risk Chairs $15,000; members $10,000 |
Related Party Transactions (Governance)
- Pershing Square purchased 9,000,000 HHH shares for $900M on May 5, 2025; HHH entered Services, Shareholder, Standstill, and Registration Rights Agreements concurrently .
- Standstill Agreement: ownership cap 47%, voting cap 40% (excess shares proportionally voted), board size fixed at 11, transfer restrictions, related-party transaction approvals required by disinterested directors .
- Services Agreement fees and consent rights embed PS influence over CIO role; Make-Whole fee payable on HHH change of control .
Compensation Peer Group (Benchmarking)
Peer set used by HHH (2023): Beazer Homes, Camden Property Trust, Douglas Emmett, Brixmor Property Group, Cousins Properties, Federal Realty, Highwoods Properties, Kilroy Realty, Meritage Homes, Mid-America Apartment Communities, Regency Centers, Toll Brothers, Tri Pointe Homes, UDR .
Say-on-Pay & Shareholder Engagement
- Annual advisory vote on executive compensation; Board recommends FOR approval; company emphasizes pay-for-performance and governance best practices .
- Ongoing investor outreach and governance disclosures; independent committee oversight .
Expertise & Qualifications
- Wharton B.S. (summa cum laude; Beta Gamma Sigma) and investment leadership across public equities; former director experience (Element Solutions Inc.), and Goldman Sachs TMT analytical background .
Equity Ownership & Alignment Analysis
- Israel’s direct ownership is modest (970 shares); as a PS Board Designee and CIO, alignment primarily arises via Pershing Square’s substantial ownership (46.9%) and the Services Agreement’s stock-price-linked variable fee, though he disclaims beneficial ownership of PS-held shares . Hedging/pledging prohibitions and committee independence mitigate some governance risks .
Employment Terms & Retention Risk
- CIO role intertwined with Services Agreement: PS consent rights over CIO appointment/removal and scope; termination options exist (cause, change of control with Make-Whole, Equity Trigger sell-down), creating retention risk tied to PS ownership continuity and governance approvals .
Performance & Track Record (Company Context)
| Metric | 2023 Result |
|---|---|
| MPC EBT | $341.4M (+21% YoY) |
| Operating Assets NOI | $244.4M (+2% YoY; +4% ex-dispositions) |
| Strategic developments | Ward Village pre-sold towers; financing and development pipeline progress |
Compensation Committee Analysis
- Composition: Independent directors; chaired by R. Scot Sellers; observer (non-voting) role for Israel added in June 2025; independent consultant (Meridian) supports benchmarking and program design .
- Risk oversight: Committee reviews compensation-related risk; clawback policy enhanced to meet listing standards .
Investment Implications
- Alignment: The Services Agreement’s variable fee ties CIO services economics to HHH stock performance, encouraging equity value creation; PS’s 46.9% stake plus voting cap and standstill codify influence while protecting unaffiliated holders via disinterested director approvals .
- Retention/trading signals: The Equity Trigger permitting HHH to terminate the Services Agreement if PS sells down below thresholds implies monitoring PS holdings and any Form 4 / Schedule 13D updates; changes could signal governance/strategy shifts and CIO role continuity risk .
- Governance risk mitigants: Committee independence and Israel’s observer (non-voting) status help preserve pay decisions’ independence; prohibitions on hedging/pledging reduce misalignment risks .
- Disclosure gaps: Israel’s personal CIO compensation (salary/bonus/equity) at HHH is not disclosed; investors should focus on Services Agreement economics and Pershing Square ownership/intent for assessing incentive strength and potential conflicts .