Robert Harris
About Robert L. Harris
Independent director of Hudson Pacific Properties (HPP), age 66, currently chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee; he first joined the Board in December 2014, resigned in March 2023, and rejoined in November 2023 . Harris brings REIT and senior management experience, including leadership roles at Acacia Research Corporation and Entertainment Properties Trust, with a track record in capital markets and operations . He is deemed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acacia Research Corporation | Director; President; Executive Chairman; (most recently) Chairman | Director since 2000; President 2000–2012; Executive Chairman 2012–2016 | Led strategy and governance as Executive Chairman; long-tenured board service |
| Entertainment Properties Trust | President and Director | 1997–2000 | Founded and led a publicly traded entertainment/specialty REIT |
| AMC Entertainment | Senior Vice President; Head of International Division | 1993–1997 | Led international operations and expansion |
| Carlton Browne and Company, Inc. | President | Prior to 1993 (dates not disclosed) | Oversight across real estate, insurance, financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pepperdine Graziadio School of Business & Management | Board member | Not disclosed | Academic board experience |
| CombiMatrix Corporation | Director | Not disclosed | Prior public company board service |
| True Religion Brand Jeans | Director | Not disclosed | Consumer brand governance experience |
| USA Volleyball Foundation | Board member | Not disclosed | Non-profit board service |
| Imperial Bancorp | Director | Not disclosed | Financial institution board experience |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Listed as independent under NYSE standards; HPP’s Board is 90% independent; all Audit, Compensation, Governance, and Investment committees are fully independent .
- Attendance: All incumbent directors met at least 75% attendance in 2024; specific absences noted only for other directors (Burnough: 1 Board; Glaser/Nash: 1 Audit) .
- Committee activity: Compensation Committee met 5 times in 2024; Governance Committee met once .
- Shareholder engagement: Harris (as Compensation Committee Chair) participated in outreach calls with institutions holding >5% or by request; HPP engaged with investors representing >61% of outstanding shares since the 2024 meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees paid (2024) | $82,948 | Actual fees paid in 2024 |
| Annual equity grant (grant-date value) | $120,000 | RSUs vest in 3 equal annual installments from May 15, 2024 |
| Total 2024 director compensation | $202,948 | Sum of cash and equity grant-date values |
Director fee schedule (structure):
- Cash retainer: $70,000; Additional retainers: Compensation Chair $15,000; Governance Member $7,500 (paid quarterly) .
- Maximum annual non-employee director compensation (cash + equity) capped at $500,000 under the plan .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| RSUs (non-employee director award) | Annual $120,000 grant | Time-based vesting over 3 years; no performance conditions; RSUs determined by dividing $120,000 by closing price on grant date |
Directors do not receive performance-based equity awards tied to operational or TSR metrics; director equity is time-based RSUs with three-year vesting .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Acacia Research Corporation | Prior (most recently Chair) | Director; President; Executive Chairman; Chair | No related-party transactions disclosed with HPP |
| Entertainment Properties Trust | Prior | President & Director | No related-party transactions disclosed with HPP |
| Imperial Bancorp; CombiMatrix; True Religion Brand Jeans | Prior | Director | No related-party transactions disclosed with HPP |
HPP’s related-party disclosures identify CEO’s family employment and aircraft credit hours but do not identify any transactions involving Harris .
Expertise & Qualifications
- REIT leadership, capital markets, international operations; finance oversight from senior roles and board service .
- Board skills matrix identifies Harris with executive leadership, public board, industry, key markets, finance, and capital markets expertise .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares/units) | 58,781 | As of April 1, 2025 |
| RSUs held (as of 12/31/2024) | 29,475 | From 2024 director grant cohort |
| Director ownership guideline | 4x annual cash retainer | Directors had compliance as of Jan 1, 2024; Harris not listed among non-compliant directors as of Jan 1, 2025 (shortfalls were due to stock price for Haubegger and Wong) |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policies apply to executives and directors |
Governance Assessment
- Committee leadership: As Compensation Chair, Harris oversees pay design, clawback administration, succession planning, and human capital oversight; the committee uses an independent consultant (Ferguson Partners Consulting) and met five times in 2024—supporting governance rigor .
- Pay-for-performance posture: HPP emphasized objective financial goals (80% of bonuses), reinstated FFO/share metric, and redesigned executive LTI with stringent stock-price hurdles; directors receive time-based RSUs only—limiting misaligned incentives for board members .
- Shareholder alignment: Director ownership guidelines (4x retainer), mandatory holding periods for executive awards, and anti-hedging/pledging policies bolster investor confidence; Harris participated directly in shareholder engagement on compensation topics .
- Independence and attendance: Harris is independent; Board independence at 90% with majority voting standard and annual elections; all directors met at least 75% attendance in 2024—no attendance red flags for Harris .
- Conflicts/related parties: No related-party transactions disclosed involving Harris; HPP maintains a formal policy and Audit Committee review for related-party matters .
- Signals to monitor: Harris’s resignation in March 2023 and reappointment in November 2023 reflects board refresh dynamics; continued leadership as Compensation Chair and active investor engagement mitigate concerns . Say-on-pay support was 91.3% in 2024, indicating shareholder acceptance of HPP’s pay program .