T. Ritson Ferguson
About T. Ritson Ferguson
Independent, non-employee director appointed September 11, 2025; serves on the Audit Committee. Former Global CEO and Global CIO of CBRE Investment Management (CBREIM) until 2020, and Vice Chairman of CBREIM Listed Real Assets in 2021–2022; brings more than 30 years of REIT and real assets investment leadership. Education and age not disclosed in filings reviewed; standard indemnification agreement expected at appointment and no related-party transactions reportable under Item 404(a).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE Investment Management (CBREIM) | Global CEO & Global CIO | Until 2020 | Led management and investment decision-making across listed and unlisted real estate/infrastructure offerings |
| CBREIM Listed Real Assets | Vice Chairman | 2021–2022 | Governance and strategic oversight in listed real assets franchise |
| CBREIM Listed Real Assets | Investment Committee Member | Current (as of appointment) | Investment oversight/expertise |
External Roles
| Organization | Role | Status | Committees/Details |
|---|---|---|---|
| CBRE Clarion Global Real Estate Income Fund (NYSE: IGR) / CBRE Global Real Estate Income Fund | Board Chair / Lead Trustee | Current | Board leadership of public closed-end fund; governance oversight |
| Duke University Endowment Board (DUMAC) | Vice Chair & Audit Committee Member | Current | Audit Committee engagement and fiduciary oversight |
| CBRE Investment Management (CBREIM) Listed Real Assets | Independent Investment Committee Member | Current | Investment committee service |
Board Governance
- Appointment and committee: Elected to HPP Board on September 11, 2025; serves on the Audit Committee; Michael Nash is Audit Committee Chair.
- Independence/related-party: Non-employee director; company disclosed no arrangements underlying his appointment and no transactions reportable under Item 404(a).
- Indemnification: Standard indemnification agreement to be entered, effective September 11, 2025, consistent with prior disclosures.
- Attendance: Not yet disclosed for Mr. Ferguson (joined after the 2025 proxy period).
Fixed Compensation
| Component | Annual Amount (USD) | Notes |
|---|---|---|
| Board Service Retainer | $40,000 | Paid quarterly in arrears; directors may elect vested shares or fully-vested LTIP units in lieu of cash, subject to plan rules |
| Lead Independent Director (additional) | $35,000 | Applies only if serving as Lead Independent Director |
| Audit Committee – Chair | $25,000 | Annual retainer |
| Audit Committee – Member (Non-Chair) | $12,500 | Annual retainer; applicable to Ferguson’s current role |
| Compensation Committee – Chair | $15,000 | Annual retainer |
| Compensation Committee – Member (Non-Chair) | $7,500 | Annual retainer |
| Governance Committee – Chair | $12,500 | Annual retainer |
| Governance Committee – Member (Non-Chair) | $7,500 | Annual retainer |
| Sustainability Committee – Chair | $7,500 | Annual retainer |
| Sustainability Committee – Member (Non-Chair) | $5,000 | Annual retainer |
Program effective May 14, 2025; retainers paid/granted quarterly in arrears.
Performance Compensation
| Equity Award | Grant Value | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Grant | $90,000 | On date of each annual shareholder meeting | Vests in equal one-third installments on the first, second, and third anniversaries, subject to continued service | Granted under the Amended and Restated 2010 Incentive Award Plan; director elections to take cash retainers in shares/LTIP units permitted under program |
No performance (metric-based) conditions disclosed for director equity; vesting is time-based.
Other Directorships & Interlocks
| Company/Fund | Public Ticker | Role | Potential Interlock Considerations |
|---|---|---|---|
| CBRE Clarion Global Real Estate Income Fund | IGR | Board Chair | Affiliation with CBREIM ecosystem; HPP disclosed no 404(a) related-party transactions for Ferguson at appointment |
| DUMAC (Duke University Endowment) | N/A | Vice Chair; Audit Committee Member | Non-profit endowment governance role; no HPP related-party transactions disclosed |
Expertise & Qualifications
- REIT/real assets investment leadership: 30+ years of sector experience; former Global CEO/CIO of CBREIM; Vice Chairman of Listed Real Assets.
- Audit and governance oversight: Audit Committee member at HPP; Audit Committee member at DUMAC; chair/leadership roles on public fund board.
- Capital markets and listed real assets expertise: Service on investment committees for CBREIM Listed Real Assets.
Equity Ownership
| As of | Beneficial Shares Owned | Form/Filing | Vested vs Unvested | Pledged/Hedged | Notes |
|---|---|---|---|---|---|
| September 11, 2025 | 0 | Form 3 filed 09/15/2025 | N/A at appointment | None disclosed | Initial statement shows “No securities are beneficially owned.” |
Ownership Guidelines and Alignment:
- Non-employee director stock ownership guideline: Hold shares equal to or greater than 4× annual cash retainer; new directors have 4 years from commencement to comply.
- Compliance context: As of January 1, 2025, two incumbent directors dipped below guidelines due solely to stock price fluctuations; guideline is measured by market value, not share count.
Insider Filings
| Date | Filing | Key Details | Signature |
|---|---|---|---|
| 09/15/2025 | Form 3 | Initial statement of beneficial ownership; Director; event date 09/11/2025; no securities beneficially owned | /s/ Kay L. Tidwell, Attorney-in-Fact for T. Ritson Ferguson |
| 09/10/2025 | EX-24 Power of Attorney | Appoints Victor J. Coleman, Mark T. Lammas, and Kay L. Tidwell as attorneys-in-fact to execute Section 16 filings | /s/ T. Ritson Ferguson |
Governance Assessment
- Board effectiveness: Immediate Audit Committee placement adds financial oversight depth; Nash remains Chair, preserving committee continuity.
- Independence and conflicts: Non-employee status and explicit disclosure of no Item 404(a) related-party transactions at appointment reduce conflict risk; monitor CBREIM/IGR affiliations for potential future related-party exposure.
- Ownership alignment: Starting ownership at zero is typical at appointment but creates initial alignment gap; guideline requires building to 4× retainer within four years, implying a target based on the current $40,000 retainer.
- Compensation mix: 2025 program lowered cash retainer from prior-year $70,000 to $40,000 and annual equity from $120,000 to $90,000, shifting overall director pay downward while maintaining equity-based alignment via time-vested RSUs.
RED FLAGS to monitor
- Initial zero share ownership; track progress toward guideline compliance (4× cash retainer within 4 years).
- External CBREIM/IGR ties: while no 404(a) transactions were disclosed at appointment, any future transactions involving CBRE ecosystems should be scrutinized for related-party exposure.
Appointment announcement and program references: HPP’s 8-K (Item 5.02, 7.01, EX-10.1, EX-99.1) dated September 15, 2025; 2025 Proxy (director ownership guidelines).