Victor Coleman
About Victor Coleman
Victor J. Coleman, age 63, is Chief Executive Officer and Chairman of Hudson Pacific Properties (HPP) and has served as a director since the IPO; he founded and led predecessor Hudson Capital, LLC prior to HPP’s formation . He holds an MBA from Golden Gate University and a BA from UC Berkeley . 2024 results were mixed: company TSR since 2019 culminated in a value of $10.16 for a $100 investment by year-end 2024 vs. $68.44 for the peer group, with net loss of $(381.4)m and FFO/share of $0.53 . Operationally, HPP executed 2.0M sq ft of leasing (+~20% YoY), completed two developments, progressed a third, executed dispositions, and ended 2024 with $518.3m of liquidity .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hudson Capital, LLC (HPP predecessor) | Founder & Managing Partner | Pre-IPO through HPP formation | Built the platform that became HPP, providing the foundation for public REIT strategy |
External Roles
| Organization | Role | Years | Notes / Governance relevance |
|---|---|---|---|
| Kite Realty Group | Director; Compensation Committee member | Since 2012 | Cross-REIT perspective and compensation oversight experience |
| Douglas Emmett, Inc. | Director | 2006–2009 | Public REIT board experience |
| Ronald Reagan UCLA Medical Center; Fisher Center for Real Estate & Urban Economics; Los Angeles Sports & Entertainment Commission; YPO Gold LA | Board/Leadership roles | n/a | Local market connectivity/network; civic leadership |
| Investor in Vegas Golden Knights (NHL) | Investor | n/a | Personal investment disclosure |
Fixed Compensation
| Component | 2024 Coleman (CEO) | Policy/Notes |
|---|---|---|
| Base Salary | $1,000,000 | No increases since 2022, unchanged for 2025 |
| Annual Cash Bonus Target | 175% of salary; Threshold 105%; Max 262.5% | 80% formulaic corporate metrics; 20% committee assessment |
| 2024 Annual Cash Bonus Paid | $2,187,501 | Discretionary component paid at 100% of target |
Performance Compensation
2024 Annual Bonus Scorecard (Corporate metrics; 80% weight)
| Metric | Weight | Threshold | Target | Max | Actual | Notes |
|---|---|---|---|---|---|---|
| Quarterly FFO/share (Q1–Q4) | 25% total (6.25% each) | 0.15 / 0.15 / 0.08 / 0.09 | 0.17 / 0.17 / 0.10 / 0.11 | 0.19 / 0.19 / 0.10 / 0.13 | 0.17 / 0.17 / 0.10 / 0.11 | Overall FFO component capped at target if full-year FFO/share < $1.05 |
| Leasing Volume (000s sq ft) | 25% | 1,498.5 | 1,665.0 | 1,831.5 | 2,029.3 | Exceeded max |
| Avg Net Debt / Avg Gross Assets | 20% | 39% | 38% | 37% | 36.5% | Beat max (lower is better) |
| Corporate Responsibility Priorities | 10% | 6 pts | 8 pts | 10 pts | 9 pts | Achieved 9/10 points |
| Other key corporate & individual performance | 20% | Committee assessment | Committee assessment | Committee assessment | 100% | Paid at 100% of target |
Long-Term Equity (2024 program redesign)
| Award | Target Value Granted (Jan 1, 2024) | Annualized Value | Structure | Vesting & Holding | Performance Conditions |
|---|---|---|---|---|---|
| Time-based LTIP Units (CEO) | $8,000,000 | $4,000,000 | Upfront grant covering 2024–2025; no new CEO grant in 2025 | 5-year ratable vest; 3-year mandatory post-vest hold | None (time-vest) |
| Performance Units (CEO) | $8,000,000 (target) | $4,000,000 | Upfront grant covering 2024–2025 | Earnable 2026–2030; vest 60% 1/1/2027, 20% 1/1/2028, 20% 1/1/2029; 2-year post-vest hold | 20-day avg stock price hurdles: $6.51 (25%), $7.82 (50%), $9.55 (75%), $10.42 (100%); rigorous goals (~+25% to +100% from design date) |
- GAAP grant-date fair value of 2024 equity: $21,567,422 (LTIP $7,541,980; Performance Units $14,025,442) .
- Pay-for-performance calibration: 2022 Performance Unit program paid 0% on relative TSR and reduced operational component by 40%, yielding only ~9% of grant-date value for CEO’s award (emphasizes downside alignment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,779,962 shares/units; ~1.97% of common outstanding |
| Ownership guidelines | CEO: 10x base salary; NEOs 3x; CEO in compliance as of Jan 1, 2025 |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited; all executives/directors in compliance; none of the directors/executives’ HPP equity is pledged |
| Clawback | Policy adopted Oct 2023 requiring recoupment of erroneously paid comp on restatements |
| 2024 vesting realized | 431,049 shares vested; realized value $2,958,723 |
Vested vs. Unvested (as of 12/31/2024)
| Instrument | Unvested Units/Shares | Market/Payout Value at 12/31/2024 |
|---|---|---|
| 2023 LTIP Units | 274,067 | $830,423 (at $3.03) |
| 2024 LTIP Units | 1,017,811 | $3,083,967 (at $3.03) |
| 2023 Performance Units (target reference) | 666,666 | $2,019,998 (at $3.03) |
| 2024 Performance Units (threshold reference) | 508,906 | $1,541,982 (at $3.03) |
Note: Options are not a primary vehicle; no option exercises in 2024 .
Employment Terms
| Term | Coleman (CEO) detail |
|---|---|
| Current agreement | New employment agreement effective Jan 1, 2025; initial 5-year term with automatic 1-year renewals; company must nominate him for Board during employment |
| Severance (no CIC) | If terminated without Cause/for Good Reason: lump sum 3x (salary + average bonus), pro-rata average bonus, accelerated vesting of time-based equity, up to 36 months healthcare |
| Severance (CIC + qualifying termination) | 3x (salary + average bonus), pro-rata bonus, pro-rated time-based stock bonus starting 2025; accelerated equity per plan; healthcare; double-trigger (no single-trigger for unearned awards) |
| CIC with no termination | If successor doesn’t assume awards, full vesting; otherwise no cash severance |
| 280G treatment | Cutback to avoid excise tax if beneficial; no tax gross-ups |
| Non-solicit/confidentiality | Customary confidentiality and non-solicitation provisions |
Illustrative Potential Payouts (hypothetical event as of 12/31/2024)
| Scenario | Cash Severance | Health Benefits | Equity Acceleration | Life Insurance | Total |
|---|---|---|---|---|---|
| Death | $2,759,210 | $18,644 | $6,187,721 | $500,000 | $9,465,575 |
| Disability | $2,759,210 | $18,644 | $6,187,721 | — | $8,965,575 |
| Termination w/o Cause or for Good Reason (no CIC) | $8,277,630 | $55,932 | $6,187,721 | — | $14,521,283 |
| CIC (no termination) | — | — | $2,273,331 | — | $2,273,331 |
| CIC + Termination (double-trigger) | $8,277,630 | $55,932 | $6,187,721 | — | $14,521,283 |
Performance Unit treatment nuances: 2023 PUs accelerate at greater of target or actual-to-date; 2024 PUs continue to track stock price hurdles through 2030 with service waived upon qualifying termination; specific CIC settlement based on transaction price .
Board Governance
- Roles: CEO and Chairman; not independent. The Board maintains a Lead Independent Director (Theodore Antenucci) with defined responsibilities to counterbalance combined roles; 90% of directors are independent; all Audit, Compensation, Governance, and Investment Committees are fully independent .
- Committee membership: Coleman sits on the Sustainability Committee (member) .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; led by the Lead Independent Director .
- Rationale for combined CEO/Chair: Board cites Coleman’s knowledge and leadership, with independent oversight structure as mitigant .
- Director compensation: CEO receives no separate director compensation .
Related-Party Transactions (Governance risk indicators)
- Employment of family member: CEO’s son (Chase Coleman) employed in investments; 2024 compensation ~$230,608, stated as comparable to peers .
- Corporate jet credits: Company applied previously held Flexjet deposits/hours ($473,217; 44.3 hours) to Coleman’s personal Flexjet program for business travel use only, to avoid forfeiture under prior agreements .
- Perquisites: 2024 CEO “all other” comp includes $35,132 for personal aircraft use; also standard 401(k) match and insurance benefits .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: ~91.3% of votes cast “FOR” .
- Shareholder engagement: Management engaged with institutions representing >61% of outstanding shares since the 2024 meeting; Compensation Committee Chair participated in large-holder calls .
Compensation Peer Group (used for benchmarking)
- Office and diversified REIT peers with median EV ~$6.6B (HPP ~$5.7B at 12/31/2024): BDN, CUZ, DEI, ESRT, HIW, JBGS, KRC, PGRE, PDM, SLG, VNO .
Performance & Track Record
| Measure | 2024 Result | Context |
|---|---|---|
| TSR (value of $100 since 12/31/2019) | Company: $10.16; Peer group: $68.44 | Reflects sector headwinds; PUs paid down materially |
| Net income | $(381.4)m | Reported GAAP loss |
| FFO/share (diluted) | $0.53 | Non-GAAP; also key bonus metric |
| Leasing volume | 2.0M sq ft (+~20% YoY) | Highest new leasing since 2019; notable SF lease with City/County |
| Liquidity | $518.3m at year-end | After revolver amendment effective 4Q24; excludes construction undrawn |
Compensation Structure Analysis (alignment signals)
- Shift to multi-year, stock-price-contingent Performance Units with stringent hurdles, 5-year vesting, and 2-year post-vest holding indicates higher bar for realizable pay and deferred monetization (retention) .
- Time-based LTIPs carry 5-year vesting and 3-year post-vest holding for CEO, further delaying liquidity and dampening near-term selling pressure .
- 2022 PUs paid at 0% on relative TSR and reduced on operational components, demonstrating downside symmetry .
- Anti-hedging/anti-pledging and clawback policies strengthen alignment and risk controls .
Director Service & Independence Considerations
- Dual role (CEO + Chair) presents typical governance scrutiny; mitigants include a strong Lead Independent Director and 90% independent Board with independent key committees and regular executive sessions .
- Coleman serves on the Sustainability Committee as a member (not chair), limiting potential concentration of power in core oversight committees .
Employment Terms Summary (Retention and Change-in-Control economics)
- Strong retention through long-dated vesting plus post-vest holding requirements and 5-year employment term; severance economics are at the high end for CEOs (3x salary+bonus), with double-trigger CIC to avoid single-trigger windfalls; no excise tax gross-ups .
Investment Implications
- Alignment: CEO’s pay mix is highly equity-based with strict stock-price hurdles, extended vesting, and mandatory holding periods—reducing near-term insider selling pressure and tying realizable pay to multi-year price recovery .
- Risk control: Clawback, anti-hedging/pledging, and robust ownership guidelines (10x salary) support long-term alignment; no tax gross-ups mitigate shareholder-unfriendly optics .
- Governance: Combined CEO/Chair remains a watchpoint but is partially mitigated by a Lead Independent Director, high Board independence, and fully independent key committees .
- Payout sensitivity: Recent TSR underperformance materially reduced prior performance award payouts (0% on relative TSR in 2022 PSU program), evidencing real downside exposure; 2024 upfront awards concentrate upside only on sustained stock price recovery through 2030 .
- Retention/CIC: Generous 3x severance and accelerated vesting on time-based awards could be sizable in downside or transaction scenarios, but are double-trigger and subject to 280G cutback (no gross-ups) .