Harout Diramerian
About Harout Diramerian
Harout Diramerian (age 49) is Chief Financial Officer of Hudson Pacific Properties (HPP). He joined the company in July 2010, previously serving as Chief Accounting Officer; earlier roles include Vice President of Finance & Analysis at Thomas Properties Group and eight years in real estate practice groups at Nanas, Stern, Biers, Neinstein & Co. LLP, Arthur Andersen LLP, and KPMG LLP (manager). He holds a B.A. in Business Economics (Accounting emphasis) from UC Santa Barbara . Company performance context: HPP’s FY2022–FY2024 Revenues fell from $894.1M to $731.5M and EBITDA from $474.0M to $263.3M*, while pay-versus-performance disclosures show multi-year TSR underperformance (e.g., three-year absolute TSR of -76.3% driving significant downward modification of 2022 PSU payouts) . Recent compensation design emphasizes pay-for-performance (e.g., 2024 PSUs with stock-price hurdles and long holding requirements) and governance safeguards (clawback, no hedging/pledging) .
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hudson Pacific Properties | Chief Financial Officer; previously Chief Accounting Officer | 2010–present | Finance leadership across earnings/cash flow forecasting, capital markets, and corporate finance |
| Thomas Properties Group (TPG) | VP, Finance & Analysis | 2003–2010 | Led corporate earnings/cash flow projections, NAV, forecasting; instrumental in IPO, secondary, private placements, ATM equity |
| KPMG LLP | Manager | Pre-2003 (within 8-year span) | Real estate practice group; financial reporting and analysis for JV relationships |
| Arthur Andersen LLP | Associate/Manager (real estate) | Pre-2003 (within 8-year span) | Real estate transaction and reporting support |
| Nanas, Stern, Biers, Neinstein & Co. LLP | Associate (real estate) | Pre-2003 (within 8-year span) | Real estate audit/analysis support |
External Roles
No external public-company directorships or committee roles are disclosed for Diramerian in the executive officer biographies section .
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 473,000 | 473,000 | 473,000 |
| Discretionary Bonus | 76,741 | 89,752 | 108,790 |
| Non-Equity Incentive Plan (Annual Cash Incentive) | 306,966 | 346,768 | 571,148 |
| All Other Compensation | 8,804 | 9,646 | 11,552 |
| Total | 1,618,394 | 1,885,905 | 4,534,400 |
Notes:
- Cash compensation opportunities (salary and bonus opportunities) were not increased since 2022 and remain unchanged for 2025 .
Performance Compensation
Annual Cash Incentive Structure (2024)
| Element | Design |
|---|---|
| Weighting | 80% objective corporate financial/operational goals (FFO/share reinstated in 2024); 20% other key performance factors |
| Target/Range | 2024 NEIP opportunity for Diramerian: Threshold $326,370; Target $543,950; Maximum $815,925 . Actual 2024 NEIP payout: $571,148 (≈105% of target; derived) |
| Governance | Clawback policy adopted Oct 2023 covering erroneously paid incentive comp for Section 16 officers ; anti-hedging and anti-pledging policies . |
Equity Awards (Outstanding and 2024 Grants)
| Grant/Program | Grant date | Type | Amount/Value | Vesting/Performance | Notes |
|---|---|---|---|---|---|
| 2023 LTIP Units | 01/01/2023 | Time-vest LTIP Units | 42,823 unvested at 12/31/2024; MV $129,754 | Vests in 3 equal installments on 1/1/2024, 1/1/2025, 1/1/2026 (service) | MV uses $3.03/share at 12/31/2024 |
| 2024 LTIP Units | 01/01/2024 | Time-vest LTIP Units | 159,033; grant-date FV $1,178,435 | Vests in 5 equal annual installments on 1/1/2025–1/1/2029 (service) | Upfront equity design; annualized value counted toward 2024 target pay |
| 2023 Performance Units | 05/04/2023 | PSU (OP Units) | 104,166 target units; MV at 12/31/2024: $315,623 unearned | Performance period ends 12/31/2025; number shown represents target | Market value uses $3.03/share |
| 2024 Performance Units | 01/01/2024 | PSU (OP Units) | Threshold 79,517; Target 159,033; Max 318,066; grant-date FV $2,191,475 | Earnable from 1/1/2026–12/31/2030 with stock-price hurdles: 25% at $6.51, 50% at $7.82, 75% at $9.55, 100% at $10.42; earned PSUs vest 60% on 1/1/2027, 20% on 1/1/2028, 20% on 1/1/2029; 2-year post-vest holding | Issued at maximum for tax reasons; downward adjusted if goals not met |
Performance program lookback: 2022 PSU program earned 0% on relative TSR; operational component “earned” at 193.1% for 2022 but reduced by 40% due to three-year absolute TSR of -76.3% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares + OP units) | 287,017; <1% of outstanding |
| Unvested time-based equity (12/31/2024) | 42,823 (2023 LTIP; MV $129,754) and 159,033 (2024 LTIP; MV $481,870) |
| Unearned performance units (12/31/2024) | 104,166 (2023 PSU; MV $315,623) and 79,517 (2024 PSU; MV $240,933) |
| Ownership guidelines | NEOs must hold 3x base salary; compliance window up to 4 years (varies by circumstance) |
| Compliance status | In compliance as of 1/1/2024; not in compliance as of 1/1/2025 solely due to stock price fluctuation (no dispositions) |
| Hedging/Pledging | Prohibited; executives in compliance |
Implications for selling pressure:
- Time-based LTIPs vest annually on 1/1 through 2029; PSUs, if earned, back-end vest 2027–2029 with 2-year holding; this staging generally tempers near-term sale pressure but creates calendar-clustered tax-withholding events near vest dates .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | New executive employment agreements effective 01/01/2025; initial 5-year term with automatic 1-year renewals |
| Reporting | CFO reports to President |
| Annual bonus eligibility | Discretionary cash performance bonus based on company and individual performance |
| Benefits | Customary health, welfare, fringe; up to 4 weeks vacation |
| Covenants | Confidentiality and non-solicitation provisions |
| Severance (no CIC) | 1x (base salary + average bonus) lump sum; prorated average bonus; accelerated vesting of time-based awards; up to 18 months company-subsidized healthcare |
| Severance (CIC + Qualifying termination) | 2x (base salary + average bonus) lump sum; prorated average bonus; time-based award treatment as above; healthcare continuation; CIC protection window extended to 2 years effective 1/1/2025 |
| Equity on CIC (no termination) | If awards not assumed/substituted, unvested awards vest in full |
| Additional 2025 equity proration | If terminated without cause/for good reason on or before 12/31/2025 in CIC window, pro-rated time-based “stock bonus” uses half of 2024 LTIP dollar-denominated value as equity value for pro-ration |
| Governance features | Double-trigger CIC; no excise tax gross-ups; clawback policy adopted Oct 2023 |
Company Pay-Performance and Program Governance
- Cash comp frozen since 2022; majority of bonus tied to objective goals (FFO/share reinstated, increased weighting in 2024) .
- 2024 LTI redesign: upfront awards for CEO/President/CFO to align with shareholder value creation; no annual grants to those NEOs until 2026 .
- 2024 Say-on-Pay support: 91.3% approval .
- Compensation Committee uses independent consultant FPC; peer group includes BDN, CUZ, DEI, ESRT, HIW, JBGS, KRC, PGRE, PDM, SLG, VNO; median EV $6.6B vs HPP $5.7B (12/31/2024) .
Company Operating Performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 894,080,000* | 856,371,000* | 731,517,000* |
| EBITDA ($) | 474,020,000* | 383,848,000* | 263,340,000* |
Values retrieved from S&P Global.*
Pay-versus-performance disclosures:
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 in HPP TSR | $30.02 | $30.66 | $10.16 |
| Peer TSR (value of $100) | $66.06 | $65.66 | $68.44 |
| Net Income ($mm) | (16.5) | (170.7) | (381.4) |
| FFO per share | 2.02 | 0.90 | 0.53 |
2022 PSU program results were cut to 0% for relative TSR and operational payouts reduced by 40% given absolute TSR of -76.3% over the period .
Investment Implications
- Alignment and upside leverage: Diramerian’s 2024 Performance Units require significant stock price appreciation ($6.51–$10.42 hurdles) with back-ended vesting and post-vest holding, creating strong economic alignment and dampening near-term sell pressure . Time-based LTIPs vest through 2029, further aligning retention with value creation .
- Pay-for-performance integrity: 2022 PSU outcome (0% relative TSR, operational reduction) evidences downward pay sensitivity to weak TSR; 2024 cash bonus weighted 80% to objective financials (FFO/share), reinforcing discipline .
- Retention risk: New 5-year employment agreement plus multi-year unvested equity reduce near-term departure risk; severance is moderate (1x no-CIC; 2x CIC), balancing cost and retention .
- Ownership and governance: Ownership guidelines (3x salary) require sustained holding; temporary non-compliance as of 1/1/2025 is attributed to stock price declines, not sales; hedging/pledging banned; clawback in place—favorable for alignment and risk control .
- Performance headwinds: Revenues and EBITDA declined 2022–2024 amid sector pressures*, and TSR materially underperformed peers in PVP disclosures; execution on value-creation initiatives needed for PSU realization and renewed investor confidence .
Citations: Executive biographies and education; Summary Compensation Table (salaries, bonuses, NEIP, totals); Grants of Plan-Based Awards (2024 cash targets and equity grant details); Outstanding Equity Awards at FY-end (unvested counts and market values); 2024 PSU design and stock price hurdles/vesting; Employment agreements (severance/CIC mechanics); Pay/performance alignment, program changes, governance features; Compensation philosophy, say-on-pay 91.3%; Compensation Committee and consultant; Peer group and EV context; Beneficial ownership table; Governance policies and ownership guideline compliance update; Pay-versus-Performance table (TSR, Net Income, FFO/share).
Values retrieved from S&P Global.*