Kay Tidwell
About Kay Tidwell
Kay L. Tidwell, age 47, is Executive Vice President, General Counsel, Chief Risk Officer, and Secretary at Hudson Pacific Properties (HPP). She joined HPP in 2010 after roles at Latham & Watkins (Los Angeles and Germany), Deutsche Bank’s legal department in Germany, and as a U.S. legal advisor to the German Federal Ministry of Justice; she holds a BA in English magna cum laude from Yale College and a JD from Yale Law School . Tidwell also serves on the board of RF Industries (NASDAQ: RFIL), where she sits on the compensation committee and chairs the nominating/governance committee, and on the board of Elemental Music; she previously chaired Nareit’s Corporate Governance Council . Company performance metrics relevant to executive pay have included FFO per share (reinstated in 2024), leasing volume, leverage, and multi-year TSR; HPP’s cumulative TSR value for a fixed $100 investment was $10.16 in 2024 and FFO per share was $0.53, reflecting significant sector headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Latham & Watkins (Los Angeles; Germany) | Corporate & securities attorney; U.S. associate in German offices | — | Advised on HPP’s IPO and broad corporate/securities matters; cross-border legal experience |
| Deutsche Bank (Germany) | Legal department (associate) | — | Financial institution legal exposure; risk/compliance perspective |
| German Federal Ministry of Justice | U.S. legal advisor (Robert Bosch Foundation Fellow) | — | Government advisory, regulatory and governance expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RF Industries (NASDAQ: RFIL) | Director; compensation committee member; nominating & corporate governance chair | — | Governance and compensation oversight; public board experience |
| Elemental Music (non-profit) | Director | — | Community engagement; nonprofit governance |
| Nareit Corporate Governance Council | Chair (prior service) | — | Industry governance leadership |
Fixed Compensation
Multi-year pay disclosures (NEO in 2023):
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 525,000 | 525,000 |
| Discretionary Bonus ($) | 159,469 | 85,178 | 106,260 |
| Non-Equity Incentive Plan ($) | 329,063 | 340,712 | 410,550 |
| Stock Awards ($) | 1,120,402 | 641,948 | 786,186 (incl. LTIP units and Performance Units; see below) |
Additional 2023 bonus delivery election: Tidwell elected to receive 20% of her 2023 annual bonus in fully vested LTIP Units valued at $129,200 . The total 2023 “annual cash bonus” awarded was $646,013, with the elected LTIP portion delivered in equity .
Bonus opportunity schedule (unchanged from 2022):
| Component | Threshold (% of Salary) | Target (% of Salary) | Maximum (% of Salary) |
|---|---|---|---|
| Annual Cash Bonus Opportunity | 69% | 115% | 172.5% |
Performance Compensation
2023 Annual Cash Bonus Program (Corporate metrics and outcomes)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Treatment |
|---|---|---|---|---|---|---|
| Relative Same-Store Cash NOI Growth vs. peer avg | 40% | -100 bps | Peer Avg | +100 bps | +147 bps | Above target result contributed to payout |
| Relative Office Same-Store Occupied % vs. peer avg | 20% | -150 bps | Peer Avg | +150 bps | -300 bps | Below target result reduced payout |
| ESG Priorities (scorecard) | 20% | 11 of 16 | 13 of 16 | 15 of 16 | 14 of 16 | Above target; detailed achievements listed |
| Other Key Corporate & Individual Performance Factors | 20% | Committee assessment | Committee assessment | Committee assessment | 110% of target awarded | Discretionary component payout |
2024 program design shift (for context): HPP reinstated FFO per share and increased weighting on objective financial goals; majority of bonus remains tied to objective measures (80%) and 20% to committee-assessed factors .
Performance Units (Equity, multi-year)
2023 Performance Unit Award design and preliminary outcomes:
| Feature | Details |
|---|---|
| Award Structure | Operational Units (Leasing Volume 40%; Net Debt to Gross Asset Value 30%; G&A to Consolidated Assets 30%) earned over 1-year (2023), modified by 3-year relative TSR (2023–2025); 2-year post-vest holding period |
| 2023 Target Values (Tidwell) | $250,001 Operational Units; Relative TSR Units voluntarily not received by NEOs in 2023 |
| Operational Performance Earned (as % of maximum) | Total 68.0% (Leasing Volume 39.2%; Net Debt/GAV 8.2%; G&A/Assets 20.7%) |
| TSR Modifier (preliminary) | -27% reduction as of 12/31/2023; final modifier applied at 12/31/2025 |
| Preliminary Total Earned (as % of maximum) | 49.8% (subject to 2025 TSR completion) |
Mandatory holding periods: 2 years post-vesting for Performance Units; 3 years post-vesting for time-based LTIP Units .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/22/2024) | 225,880 shares and common units; <1% of outstanding common stock |
| Stock Ownership Guidelines | NEO requirement: 3x base salary; as of Jan 1, 2024, all NEOs met guidelines |
| Anti-Hedging/Pledging | Company policy prohibits hedging and pledging by officers/directors/employees |
| Clawback | NYSE/SEC-aligned clawback policy adopted in Oct 2023 for Section 16 officers |
Outstanding equity awards at 2023 year-end (indicative future vesting and potential selling pressure):
| Award Type | Unvested Units (#) | Market Value ($) |
|---|---|---|
| LTIP Units (Dec 29, 2021 grant) | 6,753 | 62,870 (at $9.31/share) |
| LTIP Units (Jan 1, 2023 grant) | 34,258 | 318,942 |
| Performance Units (Operational/earmarked) | 38,248 | 356,089 |
| Performance Units (maximum issued for tax mechanics) | 83,333 | 775,830 |
Note: FFO per share and TSR remain central to long-term equity outcomes; e.g., 2021 PU relative TSR paid 0% and operational payout was reduced by 40% due to absolute TSR .
Employment Terms
| Provision | Terms for Tidwell |
|---|---|
| Agreement & Reporting | EVP, Chief Risk Officer, General Counsel & Secretary; reports to CEO |
| Term & Renewal | Effective Jan 1, 2020 agreements with automatic one-year renewals absent notice |
| Bonus Eligibility | Annual discretionary cash bonus determined by Compensation Committee |
| Severance (no CIC) | Lump sum: 1x (salary + “Average Bonus”), prorated Average Bonus, accelerated vesting of time-based awards, up to 18 months healthcare continuation |
| Severance (with CIC, double-trigger) | Lump sum: 2x (salary + “Average Bonus”), prorated Average Bonus and pro-rated time-based “stock bonus” equal to last time-based annual equity award’s dollar value; accelerated vesting treatment; healthcare continuation |
| CIC (no termination) | If successor fails to assume/substitute awards, outstanding awards vest in full (performance-based at ≥ target or actual achievement per plan) |
| Clawback | Recovery of erroneously paid incentive compensation upon restatements |
| Hedging/Pledging | Prohibited |
| Tax Gross-ups | No excise tax gross-ups |
| Restrictive Covenants | Confidentiality and non-solicitation provisions in employment agreements |
Compensation Governance, Peer Group & Say-on-Pay
- Peer group used for benchmarking includes: BDN, CUZ, DEI, ESRT, HIW, JBGS, KRC, PGRE, PDM, SLG, VNO (2024); median EV ~$5.9–$6.6B depending on year .
- Say-on-Pay approvals: 97% at the 2023 annual meeting; 91.3% at the 2024 annual meeting, indicating strong shareholder support for pay-for-performance alignment .
- Board/committee governance includes robust independence, lead independent director, clawback, anti-hedging/pledging, and stock ownership policies .
Investment Implications
- Alignment: Tidwell’s pay mix and equity programs embed multi-year TSR and operational discipline, with mandatory post-vest holding periods and no hedging/pledging—reducing short-termism and signaling alignment with long-term shareholder value .
- Retention & pressure: Significant unvested LTIP and Performance Units suggest future vesting events; 2023 PU preliminary earn-out at 49.8% of maximum reflects sensitivity to TSR—mitigating windfall risk and limiting near-term selling pressure given mandatory holding periods .
- Risk controls: Double-trigger CIC protection (2x salary+bonus), clawback, and no excise tax gross-ups balance retention with shareholder-friendly governance; no pledging reduces financing-related overhang risk .
- Context: HPP’s cumulative TSR drawdown (2024 value of $10.16 per $100 fixed investment) and depressed FFO per share underscores performance headwinds; however, compensation outcomes (e.g., zero relative TSR payouts in prior cycles and reduced operational payouts) demonstrate pay-for-performance enforcement, limiting agency risk .