Steve Jaffe
About Steve Jaffe
Steven Jaffe is Executive Vice President, Business Affairs at Hudson Pacific Properties (HPP); he joined the company in August 2015 and previously served as Chief Risk Officer . He holds a B.A. in English from the University of California, Berkeley and a J.D. from the University of California College of the Law, San Francisco . Company-level performance context over his recent NEO tenure: cumulative TSR values equivalent to $100 initial investment were $66.61 (2020), $71.13 (2021), $30.02 (2022), and $30.66 (2023), with same‑store cash NOI growth of 0.6%, 4.9%, 2.4%, and 3.8% respectively; net income was $16.4M (2020), $29.0M (2021), $(16.5)M (2022), and $(170.7)M (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BH Properties | Chief Investment Officer & Principal; Executive Vice President & General Counsel | — | Led acquisitions/dispositions and marketing; senior legal and investment leadership at a private real estate investor |
| Alexander Haagen Properties/Center Trust (REIT) | General Counsel | — | Oversaw legal for a retail real estate platform |
| Russ August & Kabat; Pircher, Nichols & Meeks LLP | Attorney | — | Real estate law practice at leading firms |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $525,000 | $525,000 |
| All Other Compensation ($) | $5,734 | $8,804 | $9,646 |
| Bonus Opportunity – Threshold (% of Salary) | 69% | 69% | 69% |
| Bonus Opportunity – Target (% of Salary) | 115% | 115% | 115% |
| Bonus Opportunity – Maximum (% of Salary) | 172.5% | 172.5% | 172.5% |
Performance Compensation
Annual Cash Bonus Outcomes
| Component | 2021 | 2022 | 2023 |
|---|---|---|---|
| Discretionary Bonus ($) | $148,838 | $90,855 | $132,825 |
| Non‑Equity Incentive Plan ($) | $307,125 | $363,421 | $513,188 |
| Total Cash Bonus Paid ($) | $456, - see above | $567,842 | $646,013 |
Note: 2022 totals include 20% of bonus taken in fully vested LTIP Units valued at $113,568 ; 2023 discretionary component paid at 110% of target .
2023 Bonus Scorecard
| Metric | Weighting | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|---|
| Relative Same‑Store Cash NOI Growth | 40% | −100 bps | Peer Avg | +100 bps | +147 bps |
| Relative Office Same‑Store Occupied % | 20% | −150 bps | Peer Avg | +150 bps | −300 bps |
| ESG Priorities | 20% | 11 of 16 | 13 of 16 | 15 of 16 | 14 of 16 |
| Other Key Corporate & Individual | 20% | Committee assessment | Committee assessment | Committee assessment | 110% |
2024 Bonus Scorecard (structure and actuals)
| Metric | Weighting | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Quarterly FFO per share (1Q) | 6.25% | $0.15 | $0.17 | $0.19 | $0.17 |
| Quarterly FFO per share (2Q) | 6.25% | $0.15 | $0.17 | $0.19 | $0.17 |
| Quarterly FFO per share (3Q) | 6.25% | $0.08 | $0.10 | $0.10 | $0.10 |
| Quarterly FFO per share (4Q) | 6.25% | $0.09 | $0.11 | $0.13 | $0.11 |
| Leasing Volume (000s sq ft) | 25% | 1,498.5 | 1,665.0 | 1,831.5 | 2,029.3 |
| Avg Annual Net Debt / Avg Annual Gross Assets | 20% | 39% | 38% | 37% | 36.5% |
| Corporate Responsibility Priorities | 10% | 6 of 10 | 8 of 10 | 10 of 10 | 9 |
| Other Key Corporate & Individual | 20% | Committee assessment | Committee assessment | Committee assessment | 100% |
Program design changes: 80% tied to objective goals; FFO metric reinstated; increased weighting on operational/financial goals .
Equity Awards and Vesting
| Award Type | Grant Date | Value / Shares | Vesting / Terms |
|---|---|---|---|
| Time‑based LTIP Units (Annual) | Jan 1, 2023 | $500,000 dollar‑denominated value; grant‑date FV $406,985 | Vests in 3 equal annual installments; 3‑year post‑vest holding period |
| Performance Units (Operational + TSR) | Mar 8, 2022 | Target $500,000 (Operational $250,000; Relative TSR $250,000) | Operational earned at 193.1% for 2022, then reduced by 40% due to absolute TSR; Relative TSR earned 0% (program completed Dec 31, 2024) |
| Performance Units (Operational with TSR modifier) | May 4, 2023 | $250,001 grant‑date FV; counts shown in grants table | TSR modifier may reduce payouts up to 40%; added debt metric |
No stock options outstanding for NEOs in 2022 and 2023 (no option exercises; none held) .
Stock Vested
| Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2022 | 23,862 | $227,459 |
| 2023 | 19,188 | $177,839 |
Equity Ownership & Alignment
| Date (as of) | Beneficial Ownership (Shares + Units) | % of Class | Ownership Guidelines Compliance | Hedging/Pledging |
|---|---|---|---|---|
| Mar 22, 2023 | 121,291 | * (below 1%) | All NEOs met 3x salary stock ownership requirement | Prohibited; all executives in compliance |
| Mar 22, 2024 | 162,131 | * (below 1%) | All NEOs met 3x salary stock ownership requirement | Prohibited; all executives in compliance |
Outstanding unvested equity (12/29/2023): 6,753 time‑based units ($62,870), 34,258 time‑based units ($318,942), and 38,248 2022 TSR units ($356,089) and 83,333 2023 Performance Units ($775,830); market values at $9.31 per share .
Mandatory holding periods: 3 years (time‑based LTIP) and 2 years (earned Performance Units) . Clawback policies adopted per NYSE/SEC rules; compensation recovery applies to executive officers . Anti‑pledging and anti‑hedging policies prohibit such transactions .
Employment Terms
| Provision | Jaffe Terms |
|---|---|
| Agreement effective date/term | Employment agreements effective Jan 1, 2020; initial 4‑year term with auto one‑year renewals |
| Reporting line | Reports to CEO under 2020 agreements |
| Severance (no CIC) | 1x sum of base salary + average bonus; prorated bonus; accelerated vesting of time‑based awards; up to 18 months healthcare continuation |
| Severance (with CIC, double trigger within 1 year) | 2x sum of base salary + average bonus; same equity and benefits treatment |
| Potential payments (illustrative as of 12/31/2023) | Cash severance $1,173,694; healthcare continuation $32,246; equity acceleration $1,387,568; total $2,593,508 (no CIC) and $3,767,202 (with CIC) |
| Change‑in‑control (no termination) | Unassumed awards vest in full |
| Tax gross‑ups | None; payments reduced to optimize after‑tax if 280G excise applies |
| Covenants | Confidentiality and non‑solicitation |
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Value of $100 initial investment (TSR proxy) ($) | 66.61 | 71.13 | 30.02 | 30.66 |
| Net Income (USD millions) | 16.4 | 29.0 | (16.5) | (170.7) |
| Same‑Store Cash NOI Growth (%) | 0.6% | 4.9% | 2.4% | 3.8% |
Company also executed on 2024 operational priorities: 2.0M sq ft leasing, developments completed, balance sheet actions, and liquidity of $518.3M by year‑end (proxy business highlights) .
Compensation Structure Analysis
- Equity mix: Annual time‑based LTIP awards maintained; 2023 relative TSR Performance Units were voluntarily eliminated by NEOs to reduce dilution/G&A; operational PSUs retained with TSR modifier up to −40% .
- Pay governance: Double‑trigger CIC, mandatory post‑vest holding, clawback, anti‑hedging/pledging, no repricing without stockholder approval, and no tax gross‑ups .
- Pay‑for‑performance outcomes: 2021 PSUs earned 0% for TSR and operational component reduced 40% on absolute TSR; 2022 PSUs likewise earned 0% TSR and operational reduced 40% on absolute TSR, with earned value at only ~9% of grant date fair value by end of 2024 .
Investment Implications
- Alignment appears strong: large portion of compensation at risk with performance units subject to relative/absolute TSR, mandatory post‑vest holding periods, 3x salary ownership requirement, and prohibitions on hedging/pledging reduce short‑term selling pressure and promote long‑term alignment .
- Realized performance has been challenging: multi‑year TSR underperformance drove 0% TSR PSU payouts and 40% reductions to operational PSUs; discretionary bonuses flexed with objective scorecards (e.g., 2023) and reinstated FFO metrics in 2024, indicating tighter linkage to fundamentals .
- Retention risk mitigants: continued time‑based LTIP vesting and holding periods, severance protection (1x non‑CIC; 2x CIC), and anti‑hedging/pledging policies support executive retention and consistent behavior through cycles .
- Red flags limited: no tax gross‑ups, no options or repricing, double‑trigger CIC, and explicit clawback; monitor future equity award sizing and any changes to severance or CIC windows as governance landscape evolves .