William Ackman
About William Ackman
William A. Ackman (age 59) is Executive Chairman of Howard Hughes Holdings Inc. (HHH) since May 2025 and previously served as Chairman from 2010 to May 2024. He is CEO and Portfolio Manager of Pershing Square Capital Management, L.P., Chairman & CEO of Pershing Square SPARC Holdings, Ltd., and previously CEO/Chairman of Pershing Square Tontine Holdings, Ltd.; he also formerly served on the board of Universal Music Group N.V. He holds an MBA from Harvard Business School and a BA magna cum laude from Harvard College . As Executive Chairman, his affiliated entity (Pershing Square) is engaged via a Services Agreement that includes a base fee and a stock-price-linked variable fee, tying compensation to HHH’s share performance .
Company performance context (for compensation alignment):
- HHH disclosed a Pay vs. Performance table with cumulative TSR for a $100 investment since 2019 of $62.25 (2020), $80.27 (2021), $60.26 (2022), $67.47 (2023), and $63.66 (2024), alongside Net Income and Total Segment EBT trends .
- 2024 highlights included record MPC EBT of $341M and Operating Assets NOI of $244M; Seaport impairment drove a GAAP net loss per diluted share of $(11.13) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pershing Square Capital Management, L.P. | CEO & Portfolio Manager | 2003–present | Leads investment adviser to Pershing Square Funds; long-term value investing platform . |
| Pershing Square SPARC Holdings, Ltd. | Chairman & CEO | Current | SPARC leadership in capital markets strategy . |
| Pershing Square Tontine Holdings, Ltd. | CEO & Chairman | Prior | Led SPAC vehicle; capital formation experience . |
| Universal Music Group N.V. | Director | Prior | Large-cap public board experience . |
| Gotham Partners Management Co., LLC | Co-founder & Co-manager | Until 2003 | Managed public/private equity hedge fund portfolios . |
| Ackman Brothers & Singer / Ackman Ziff Real Estate Group | Principal | Prior | Structured equity/debt financing for real estate investors/developers . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Pershing Square Foundation | Co-trustee | Since 2006 | Philanthropy focused on societal, environmental, and health challenges . |
Fixed Compensation
| Component | Terms | Amount/Fee | Notes |
|---|---|---|---|
| Director compensation | Waived | $0 | Ackman receives no cash or equity for board service . |
| Services Agreement – Base Fee | Quarterly | $3,750,000 per quarter | Paid to Pershing Square; subject to annual CPI (Core PCE) adjustment . |
| Services Agreement – Variable Fee | Quarterly | 0.375% × (Quarter-end stock price – $66.1453) × 59,393,938 | Stock-price-linked fee; reference share count fixed; price/share count adjusted annually by Core PCE . |
| Agreement Term | Initial | 10 years | Successive 10-year renewals unless terminated/non-renewed per agreement . |
| Expense Reimbursement | Cap | ≤$25,000,000 | Reimbursement of reasonable documented expenses in connection with May 5, 2025 transactions . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Formula | Vesting/Payment |
|---|---|---|---|---|---|
| HHH stock price appreciation over reference price | Applies to variable fee | Reference price: $66.1453 | N/A | 0.375% × (Quarter-end stock price − $66.1453) × 59,393,938 | Paid quarterly to Pershing Square; not a vesting award . |
Company performance metrics used broadly for NEO pay (context):
- Most important measures: Total Segment EBT, Operating Assets NOI, Corporate Cash G&A, MPC EBT, Total Stockholder Return .
- LTI performance metric since March 2023: Net Asset Value (NAV) growth for NEOs’ performance-based equity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 27,852,064 shares (via Pershing Square entities); 46.9% of outstanding shares (59,398,914 as of Aug 4, 2025). Ackman disclaims beneficial ownership except to his pecuniary interest . |
| Ownership cap | PS Holdco/Pershing Square affiliates capped at 47% beneficial/economic ownership per Standstill . |
| Voting cap | Voting power capped at 40% for most Board-recommended matters; no cap applies to electing PS Board Designees . |
| Pledging/Hedging | Prohibition against hedging, pledging, margin accounts, and limit orders involving Company securities applies to directors/executives . |
| Stock ownership guidelines | Directors and executive officers are subject to stock ownership guidelines (compliance noted for directors as of record date) . |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Role start date | Executive Chairman since May 2025; previously Chairman 2010–2024 . |
| Shareholder Agreement – Nomination Rights | While ≥17.5% fully diluted ownership, PS Holdco may nominate ≥25% of Board (rounded up); reduced to ≥10% ownership → 10% of Board (rounded up). Initial PS designees: Ackman, Hakim, Israel . |
| Committee representation | Proportional representation of PS designees on Board committees (except special committees for conflicts), subject to law and exchange rules . |
| Consent rights (after PS Holdco files S‑1) | Company requires PS Holdco consent for: acquisitions/dispositions exceeding “significant subsidiary” 30% test; incurrence of debt raising Indebtedness to Consolidated Tangible Net Ratio >2.5; material changes in business strategy; appointment/removal/replacement of CIO; altering authority/duties of Executive Chairman or CIO while Services Agreement in effect . |
| Standstill governance | Board size fixed at 11; majority independent; special governance approvals for change-of-control involving >10% holders . |
| Services Agreement termination | Disinterested directors (2/3) can terminate for cause; non-renewal requires unanimous disinterested directors + 70% of unaffiliated shares; change-of-control termination triggers a make‑whole fee approximating remaining term fees (base + variable) . |
Board Governance
- Committee memberships: None currently (Executive Chairman; not independent). Committees are 100% independent members per governance policy .
- Independence status: Ackman, Hakim, Israel are not independent due to Pershing Square agreements and (for Ackman/Israel) executive officer status .
- Board leadership: Presiding Director is R. Scot Sellers; positions of Chairman/Presiding Director/CEO held by different individuals .
- Executive sessions: Non-management directors meet in executive session at least four times per year .
- 2024 meetings: Board held 10 meetings; all directors attended ≥75% of Board and committee meetings .
Fixed Compensation (Director) – Reference
| Item | Amount |
|---|---|
| Annual director compensation (non-employee directors) | $145,000 restricted stock + $75,000 cash (baseline); committee chair/member retainers vary (Comp Chair $20,000; Comp Member $10,000 after Q3’24). Ackman waived all director compensation . |
Related-Party Transactions & Agreements
- 2020 Pershing Square stock purchase: Pershing Square Funds purchased 10,000,000 shares at $50; Board waived DGCL §203 applicability up to 40% ownership to facilitate transaction; waiver approved excluding conflicted directors .
- 2024 SEG spinoff: Independent special committee approved Seaport Entertainment spinoff and Pershing Square standby rights purchase up to $175M .
- 2025 Pershing Square stock purchase: PS Holdco purchased 9,000,000 shares at $100 (aggregate $900M); Company agreed to reimburse expenses up to $25M .
- 2025 Services Agreement: Comprehensive advisory and execution services by Pershing Square with base and variable fees; 10-year term with renewal; termination/make‑whole provisions .
- 2025 Shareholder Agreement: Director nomination and consent rights; Executive Chairman role while ownership thresholds met .
- 2025 Standstill Agreement: Ownership/voting caps, transfer restrictions, related-party transaction approvals required by disinterested directors .
- 2025 Registration Rights Agreement: Reasonable best efforts to register ≥$25M of PS Holdco shares for resale; customary indemnities .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($ per $100 since 2019) | 62.25 | 80.27 | 60.26 | 67.47 | 63.66 |
| Peer Group TSR ($ per $100) | 97.83 | 143.02 | 105.65 | 118.71 | 124.92 |
| Net Income (Loss) ($000) | (3,173) | 48,924 | 184,636 | (551,530) | 196,992 |
| Total Segment EBT ($000) | 201,245 | 296,657 | 430,070 | (523,434) | 603,484 |
Notable 2024 operational achievements:
- Record MPC EBT of $341.4M; record residential price per acre of $944k; new homes sold +45% YoY .
- Operating Assets NOI of $244.4M (+2% YoY; +4% ex-dispositions) .
- Significant Seaport impairment ($548.5M after-tax) and related headwinds .
Compensation Structure Analysis
- Alignment positives: Variable fee tied directly to HHH’s stock price above a reference level; base fee fixed. Long-term orientation via 10-year term; governance guardrails (Presiding Director; independent committees; voting caps) .
- Potential red flags: Extensive consent rights over strategy/capital allocation post-PS Holdco S‑1; related-party fee structure and make‑whole fee on change-of-control may influence transaction timing; high beneficial ownership with voting cap may still exert significant influence .
Equity Ownership & Insider Selling Pressure
- Ownership increased from 18,852,064 shares (37.5%) as of Mar 27, 2024 to 27,852,064 (46.9%) as of Aug 4, 2025 due to PS Holdco’s 9,000,000 share purchase at $100 per share .
- Pledging and hedging prohibited, reducing collateral-driven selling pressure risk .
- Voting cap (40%) mitigates outsized voting control on most matters; transfer restrictions limit sale to new >10% holders without disinterested director approval .
Employment & Contracts (Retention/Change-of-Control Economics)
| Provision | Detail |
|---|---|
| Services Agreement – term/renewal | 10-year initial term; rolling 10-year renewals absent qualified termination/non‑renewal . |
| Termination rights | Company can terminate for cause (with cure period) or by non-renewal (requires supermajority disinterested director and unaffiliated shareholder approval); change-of-control termination triggers make‑whole fee . |
| Consent rights | Strategic transaction/debt/governance consents required post-PS Holdco S‑1, anchoring retention/control influence . |
Board Service History, Committees, and Independence
- Board service: Chairman (2010–2024); Executive Chairman since May 2025 .
- Committees: None currently; committees are fully independent; Ackman is non-independent due to Pershing Square agreements and executive officer status .
- Dual-role implications: Executive Chairman with consent rights and service fee arrangement to affiliated adviser raises independence considerations; mitigants include Presiding Director structure and independent committees/executive sessions .
Director Compensation
- Ackman has waived all compensation for service as a director (no cash retainers or equity awards) .
Investment Implications
- Alignment: The variable fee’s direct linkage to HHH’s stock price (above a reference) aligns the Executive Chairman’s affiliated compensation with shareholder returns; prohibitions on pledging/hedging strengthen alignment .
- Influence/controls: High beneficial ownership (46.9%) combined with nomination and consent rights implies significant strategic influence; voting caps, transfer restrictions, and independent committees partially mitigate control risk .
- Transaction signaling: The $900M equity purchase by PS Holdco at $100/share signals long-term commitment; however, related-party fee structures and change-of-control make‑whole provisions can introduce governance complexity in M&A scenarios .
- Performance lens: Company TSR lagged peer index over 2020–2024, but operational metrics (MPC EBT, Operating NOI) were strong ex-Seaport impairment; monitoring strategic execution post-transition to diversified holding company and how consent rights affect capital allocation is key .