Document
Exhibit 10.1
Hudson Pacific Properties, Inc.
Non-Employee Director Compensation Program
Effective May 14, 2025
The following compensation shall be payable in accordance with the terms below to non-employee directors (“Directors”) of the Board of Directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”). Each Director shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”).
Cash Compensation
| Board Service | |||||
| Annual Retainer: | $40,000 | ||||
| Lead Independent Director (additional retainer): | $35,000 | ||||
| Committee Service | |||||
| Audit Committee: | |||||
| Chair Annual Retainer: | $25,000 | ||||
| Committee Member (Non-Chair) Retainer: | $12,500 | ||||
| Compensation Committee: | |||||
| Chair Annual Retainer: | $15,000 | ||||
| Committee Member (Non-Chair) Retainer: | $7,500 | ||||
| Nominating and Corporate Governance Committee: | |||||
| Chair Annual Retainer: | $12,500 | ||||
| Committee Member (Non-Chair) Retainer: | $7,500 | ||||
| Sustainability Committee: | |||||
| Chair Annual Retainer: | $7,500 | ||||
| Committee Member (Non-Chair) Retainer: | $5,000 | ||||
Directors may be permitted to elect to receive (i) vested shares of Company common stock on a current or deferred basis in accordance with the terms and conditions of an applicable Director stock plan and, in the case of deferred shares, in accordance with Internal Revenue Code Section 409A, and/or (ii) fully-vested LTIP units of Hudson Pacific Properties, L.P. in accordance with the terms and conditions of the Equity Plan (as defined below), in each case, in lieu of Board cash compensation. | |||||
Exhibit 10.1
Board Service and Committee Service Annual Retainers will be paid or granted (as applicable) quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than thirty days after the end of such quarter. | |||||
Equity Compensation
Annual Restricted Stock Grant: | Unless as otherwise determined by the Board, Directors automatically shall be granted an annual award of restricted stock units with a value of $90,000 (the “Annual Grant Value”) granted on the date of each annual shareholder meeting (the “Annual Grant”). Each Annual Grant will vest in equal one-third installments on the first, second and third anniversaries of the date of grant, subject to continued service. The Annual Grant shall be granted under and shall be subject to the terms and provisions of the Amended and Restated Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”) and may be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms approved by the Board prior to or in connection with such grants. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of the Equity Plan. | ||||
Compensation Limits
Notwithstanding anything to the contrary in this Program, all compensation payable under this Program will be subject to any limits on the maximum amount of non-employee Director compensation set forth in the Equity Plan, as in effect from time to time.