Jonathan Glaser
About Jonathan M. Glaser
Jonathan M. Glaser (age 62) is an independent director of Hudson Pacific Properties (HPP) and a member of the Audit Committee. He has been on HPP’s board since its IPO, and is Managing Member of JMG Capital Management LLC, which he founded in 1992. Glaser holds a JD from UC Berkeley (Boalt Hall) and a BA from UC Berkeley, with prior experience as a floor trader on the American Stock Exchange and Pacific Stock Exchange . HPP’s IPO occurred in June 2010, anchoring his long tenure on the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Stock Exchange | Member floor trader | Prior to 1992 | Capital markets/trading expertise |
| Pacific Stock Exchange | Member floor trader | Prior to 1992 | Capital markets/trading expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JMG Capital Management LLC | Managing Member | Since 1992 | Leads investment strategies/private placements; portfolio management and financial oversight |
Board Governance
- Independence: Classified as independent under NYSE listing standards and SEC rules .
- Committees: Audit Committee member (not Chair); Audit met four times in 2024 .
- Attendance: All directors met at least 75% overall attendance in 2024; Glaser missed one Audit Committee meeting .
- Executive sessions: Non‑management directors meet in executive session at each regularly scheduled board meeting .
- Tenure: Director since HPP IPO; HPP IPO occurred June 2010 .
Fixed Compensation
| Component (2024) | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly in arrears |
| Audit Committee member fee | $12,500 | Paid quarterly in arrears |
| Total cash fees paid (2024) | $82,500 | Matches retainer + committee fee |
| Annual equity grant value | $120,000 RSUs | Grant date May 15, 2024; vests in three equal annual installments |
| RSUs granted (2024 award) | 41,201 units | Determined by $120,000 ÷ closing price on grant date |
| Total (cash + stock grant value) | $202,500 (2024) | Director compensation table |
- Vesting schedule: 2024 RSU award vests in three equal annual installments on each of the first three anniversaries of May 15, 2024, subject to continued service .
- Director compensation cap: Max aggregate cash + equity grant-date value per non‑employee director is $500,000/year under the plan .
Performance Compensation
- Director compensation is retainer-based with annual time-vesting RSUs; no performance metrics (e.g., TSR or financial goals) apply to non‑employee director pay .
- Anti-hedging and anti-pledging: HPP prohibits executives and directors from hedging and pledging company securities .
- Clawback policy and stock ownership guidelines apply across executives and directors .
Other Directorships & Interlocks
- No other public company directorships for Glaser are disclosed in the proxy; his bio notes leadership of JMG Capital Management and prior exchange trading roles, with no listed external public boards for him .
- The proxy identifies external boards for certain other HPP directors (e.g., Liberty Media, Roblox, etc.), but none are attributed to Glaser .
Expertise & Qualifications
- Capital markets and portfolio management, financial oversight, and directorship experience .
- Legal training (JD) and broad markets experience from exchange floor trading .
- Financial literacy affirmed by board; Audit Committee composition confirms financially literate members (Glaser, Nash) and Audit Chair is an Audit Committee Financial Expert .
Equity Ownership
| Holder | Beneficial Ownership (Shares + Common Units) | % of Outstanding Common Stock | RSUs Held (Unvested) |
|---|---|---|---|
| Jonathan M. Glaser | 375,034 | <1% (*) | 41,201 |
- Director stock ownership guidelines require non‑employee directors to hold ≥4x annual cash retainer; as of Jan 1, 2024, all directors were in compliance; as of Jan 1, 2025, two directors (Haubegger, Wong) fell out of compliance solely due to stock price fluctuations (no transfers/dispositions), with no compliance issue disclosed for Glaser .
- Anti‑pledge/hedge policies: Directors are prohibited from pledging/hedging HPP stock .
Related-Party Transactions and Conflicts
- HPP maintains a written policy governing related-party transactions and requires Audit Committee approval for covered transactions; directors must pre-clear such transactions with the General Counsel .
- 2024 related‑party disclosures include employment of the CEO’s son and application of corporate jet credit hours; no related‑party transactions are disclosed involving Glaser .
- Change‑in‑control terms in the plan prohibit single‑trigger acceleration for unearned awards and disallow repricing without shareholder approval, reflecting stockholder-friendly features .
Governance Assessment
- Strengths: Independent status; relevant capital markets and financial oversight experience on the Audit Committee; majority of director compensation delivered in equity, supporting alignment; compliance with stock ownership guidelines and anti‑hedging/pledging policies; no disclosed related‑party transactions tied to Glaser .
- Watch items: Missed one Audit Committee meeting in 2024 (overall attendance ≥75% threshold), a modest attendance lapse to monitor given Audit Committee responsibilities .
- Overall signal: Board effectiveness supported by Glaser’s capital markets expertise and long tenure since IPO; compensation structure and policies indicate alignment and governance discipline, with no apparent conflicts or red flags disclosed specific to Glaser .