Theodore Antenucci
About Theodore R. Antenucci
Independent director and Lead Independent Director (since March 2023) at Hudson Pacific Properties (HPP), age 60, serving on the Board since IPO. Antenucci is President & CEO of Catellus Development Corporation (since March 2011), and formerly President & Chief Investment Officer at Prologis; he brings deep real estate development and capital markets expertise, particularly in Southern California. He holds a B.A. in Business Economics from UC Santa Barbara and is classified as independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catellus Development Corporation | President & CEO | Since Mar 2011 | National land developer leadership; extensive SoCal development expertise |
| Prologis | President & Chief Investment Officer; Executive Committee member | Through Jun 2011 | Global industrial REIT; investment leadership |
| Prologis European Properties (Euronext Amsterdam) | Director | 2009–Jun 2011 | Board oversight of European operations |
| Catellus Commercial Development Corp. | President | Prior to Sep 2005 | Led development, construction, acquisition activities |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Iron Mountain, Inc. | Director (past) | Not specified | Served on Audit Committee |
| Children’s Hospital Colorado Foundation | Board of Trustees | Since Dec 2010 | Community/charitable governance |
Board Governance
- Independence: Designated independent; one of 9 independent directors (90% of Board) .
- Roles: Lead Independent Director (since Mar 2023); presides over executive sessions of independent directors .
- Committees: Investment Committee member; Investment Committee did not meet in 2024 .
- Attendance: Board held 4 regular meetings plus 2 unanimous consents in 2024; all incumbents attended ≥75% of Board and committee meetings during their service period. No absences disclosed for Antenucci specifically .
- Policies: Anti-hedging and anti-pledging apply to executives and directors; clawback policy adopted (Oct 2023) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Paid quarterly in arrears |
| Lead Independent Director Retainer | $35,000 | Paid quarterly in arrears |
| 2024 Cash Fees Actually Paid | $78,750 | Reflects 3 quarters; elected LTIP units for Q4’23 amounts paid Jan’24 |
| Committee Cash (Investment) | $0 | No cash retainer disclosed for Investment Committee membership |
Performance Compensation
| Equity | Grant Value | Shares/Units | Vesting | Grant Mechanics |
|---|---|---|---|---|
| Annual RSU Award (2024) | $120,000 | 41,201 RSUs held as of 12/31/24 | Vests in 3 equal annual installments (first three anniversaries of May 15, 2024) | Shares determined by dividing $120,000 by grant date closing price; director RSUs time-based (no performance metrics) |
In accordance with the Amended and Restated 2010 Plan, the maximum aggregate cash compensation and grant-date value of equity awards to any non-employee director in a calendar year is $500,000 .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Iron Mountain, Inc. | Information management/REIT | Past Director; Audit Committee member | No HPP-related transactions disclosed in proxy sections reviewed |
| Prologis European Properties | Industrial/logistics | Past Director | Historical; no current interlock |
| Children’s Hospital Colorado Foundation | Non-profit | Trustee | Community role |
Expertise & Qualifications
- Real estate development and investment leadership (Catellus, Prologis) .
- Capital markets and financial literacy; experience on audit committee at Iron Mountain .
- Regional expertise in Southern California real estate markets .
- Education: B.A. Business Economics, UC Santa Barbara .
Equity Ownership
| Holding Type | Quantity | Alignment Features |
|---|---|---|
| RSUs (as of 12/31/24) | 41,201 | Time-based vesting over 3 years; subject to anti-hedging/anti-pledging policies |
| Director Ownership Guidelines | 4× annual cash retainer | Directors have 4 years to comply; as of Jan 1, 2024 all directors in compliance; as of Jan 1, 2025 only two directors (Haubegger, Wong) noted as not in compliance due solely to stock price fluctuations |
Governance Assessment
- Board effectiveness: Antenucci serves as Lead Independent Director, a strong investor confidence signal; presides over executive sessions and serves on Investment Committee which reviews acquisition strategies above set thresholds .
- Independence & attendance: Independent with no attendance issues flagged; Board maintained majority independence and active oversight across committees .
- Compensation alignment: Director pay mix balances cash retainer with time-based RSUs; annual RSU grants vest over 3 years, reinforcing long-term alignment; total 2024 director pay for Antenucci was $198,750 (cash $78,750; stock grant $120,000) within plan limits .
- Policies & safeguards: Anti-hedging/pledging, clawback policy, majority voting, no rights plan, stockholder ability to amend bylaws—all governance-friendly practices .
- Potential conflicts: Antenucci is CEO of Catellus (developer). No related-party transactions with HPP are disclosed in reviewed sections; continued monitoring advisable via the Company’s related-party transaction review process and conflict-of-interest policy .
Additional Signals for Investors
- Say-on-Pay: 2024 approval ~91.3%—indicates broad shareholder support for compensation practices, indirectly supportive of board oversight quality .
- Committee leadership: Investment Committee did not meet in 2024; oversight cadence should be monitored relative to transaction pipeline .
Data Appendix
- Director bio and roles: Antenucci background, age, lead independent designation, committees, education .
- Board independence and structure: 90% independent; executive sessions; leadership roles .
- Director compensation program and 2024 director pay: Retainers, RSU structure, amounts, vesting .
- Plan limits and director equity mechanics: Director limit $500k; award types and plan features .