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Proxy Statement 29MAR201819153751 One Galleria Tower 13355 Noel Road, 22nd Floor Dallas, Texas 75240 Letter from Our Chairman 12MAR202011495449Dear Fellow Stockholders: 12MAR202011495593 You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’) of The Howard Hughes Corporation. We will hold the meeting at 9:00 a.m. Eastern Time, on Thursday, May 14, 2020. The Annual Meeting will be completely virtual. Enclosed you will find a notice setting forth the items that we expect to address during the meeting and our Proxy Statement. I would like to personally thank you for your continued investment in The Howard Hughes Corporation. We look forward to welcoming many of you to our annual meeting. It is important that your shares be voted at the meeting in accordance with your preference. Your vote is important to us. Even if you do not plan to attend the meeting in person, we hope that your votes will be represented at the meeting by filling out, signing, dating and returning your proxy card or voting by using the available internet or telephone voting procedures. Sincerely, William A. 24MAR201513321881Ackman Chairman of the Board of Directors April 3, 2020 29MAR201819153751 One Galleria Tower 13355 Noel Road, 22nd Floor Dallas, Texas 75240 Notice of 2020 Annual Meeting of Stockholders 12MAR202011495449 12MAR202011495593 Thursday, 9:00 a.m., Eastern Time Participate 14MAR202002351589 May 14, 2020 Via The Internet 14MAR202002352188 14MAR202002353896 The Howard Hughes Corporation will hold its 2020 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’) on Thursday, May 14, 2020 at 9:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HHC2020. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting. The proxy materials were either made available to you over the Internet or mailed to you beginning on or about April 3, 2020. ITEMS OF BUSINESS Election to our Board of Directors of the 9 director nominees named in the attached Proxy Statement for a 1 one-year term 2 An advisory vote to approve executive compensation (Say-on-Pay) 3 Approval of The Howard Hughes Corporation 2020 Equity Incentive Plan Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm 4 for 2020 5 Transaction of such other business as may properly come before our 2020 Annual Meeting of Stockholders RECORD DATE The record date for the determination of the stockholders entitled to vote at our 2020 Annual Meeting of 14MAR202002354913 Stockholders, or any adjournments or postponements thereof, was the close of business on March 18, 2020. Your vote is important to us. Please exercise your stockholder right to vote. By Order of the Board of Directors, 25MAR201411385894 Peter F. Riley Senior Executive Vice President, Secretary and General Counsel April 3, 2020 Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to Be Held on May 14, 2020 Our Proxy Statement, 2019 Annual Report to Stockholders and other materials are available on our website at www.proxyvote.com Table of Contents 12MAR202011495449 12MAR202011495593 PROXY SUMMARY 1 Pershing Square Sale of Shares 2020 Annual Meeting Information 1 Sale of Gulfstream G450 Jet 27 Matters to be Voted on at our 2020 Annual Meeting 1 PROPOSAL NO. 1 – ELECTION OF DIRECTORS 28 Director Nominees 2 PROPOSAL NO. 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 33 Director Diversity 2 Governance Highlights 3 PROPOSAL NO. 3 – APPROVAL OF THE COMPANY’S 2020 EQUITY INCENTIVE PLAN 34 Executive Compensation Highlights 4 Burn Rate 35 HHSustainability 5 Summary of the 2020 Incentive Plan 35 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2020 6 PROPOSAL NO. 4 – RATIFICATION OF THE Questions and Answers Regarding this Proxy APPOINTMENT OF ERNST & YOUNG LLP AS THE Statement and the Annual Meeting 6 COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2020 41 MATTERS RELATED TO CORPORATE GOVERNANCE, Relationship with Independent Registered Public BOARD STRUCTURE, DIRECTOR COMPENSATION Accounting Firm 41 AND STOCK OWNERSHIP 11 Corporate Governance 11 Independent Registered Accounting Firm Fees 42 Risk Management 12 Pre-Approval Policies and Procedures 42 Director Independence 13 AUDIT COMMITTEE REPORT 43 Director Nominations 13 EXECUTIVE OFFICERS 45 Qualifications 13 COMPENSATION DISCUSSION AND ANALYSIS 49 Stockholder Recommendations 13 Executive Compensation 49 Stockholder Engagement 14 Executive Summary 49 Communications with the Board 14 Financial and Operational Highlights 50 Codes of Business Conduct and Ethics 14 Financial Results Under Incentive Plans 51 2019 Compensation Highlights 51 THE BOARD, ITS COMMITTEES AND ITS Compensation and Governance Best Practices 53 COMPENSATION 15 Compensation Philosophy and Objectives 54 The Board 15 Key Elements of Executive Compensation Program 59 Board Committees 15 COMPENSATION COMMITTEE REPORT ON Audit 16 EXECUTIVE COMPENSATION 73 Compensation 16 Nominating and Corporate Governance 17 EXECUTIVE COMPENSATION 74 Risk 17 Summary Compensation Table 74 Commitment of our Board – 2019 17 2019 Grants of Plan-Based Awards 77 Board and Committee Evaluations 18 Employment Agreements with the NEOs 78 Evaluations – A Multi-Step Process 18 2019 Director Compensation 18 Paul Layne 78 David O’Reilly 80 Stock Ownership Guidelines 19 Peter F. Riley 81 SECURITY OWNERSHIP OF MANAGEMENT AND Saul Scherl 83 CERTAIN BENEFICIAL HOLDERS 20 Simon Treacy 84 Directors and Executive Officers 20 David Weinreb 85 Grant Herlitz 88 Five Percent Holders 23 Employment Agreements – Definitions 91 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING Outstanding Equity Awards at Fiscal Year-End 92 COMPLIANCE 24 2019 Option Exercises and Stock Vested 93 COMPENSATION COMMITTEE INTERLOCKS AND Nonqualified Deferred Compensation 94 INSIDER PARTICIPATION 24 Potential Payments Upon Termination or Change in RELATED PARTY TRANSACTIONS AND CERTAIN Control 94 RELATIONSHIPS 25 Related Party Transactions Policy 25 Pay Ratio Disclosure 96 Transactions in Connection with the Spin-Off 25 EQUITY COMPENSATION PLAN INFORMATION 98 Registration Rights Agreement 26 STOCKHOLDER PROPOSALS FOR 2021 ANNUAL Transactions after the Spin-Off 26 MEETING OF STOCKHOLDERS 99 Weinreb Warrant 26 OTHER MATTERS 99 Herlitz Warrant 26 ANNEX A O’Reilly Warrant 26 Condominium Unit Upgrades 26 ANNEX B ANNEX C APPENDIX A A-1 Proxy Summary 12MAR202011495449 12MAR202011495593 This summary highlights certain information from our Proxy Statement for the 2020 Annual Meeting of Stockholders. You should read the entire Proxy Statement carefully before voting. 2020 ANNUAL MEETING INFORMATION Thursday, 9:00 a.m., Eastern Time 14MAR202002351589 May 14, 2020 14MAR202002352188 Record date Participate Via the Internet March 18, 2020 To attend the virtual meeting, visit 14MAR202002354913 14MAR202002353896 www.virtualshareholdermeeting.com/HHC2020 14MAR202002354187 For additional information about our Annual Meeting, see ‘‘Questions and Answers Regarding This Proxy Statement and The Annual Meeting.’’ MATTERS TO BE VOTED ON AT OUR 2020 ANNUAL MEETING Proposal Board Recommendation Page ✓ FOR 1 Election of directors each director nominee 28 ✓ FOR 2 Advisory vote to approve executive compensation (Say-on-Pay) 33 ✓ FOR 3 Approval of The Howard Hughes Corporation 2020 Equity Incentive Plan 34 Ratification of the appointment of Ernst & Young LLP as our ✓ FOR 4 independent registered public accounting firm for 2020 41 Proxy Statement1 for the 2020 Annual Meeting of Stockholders / 1 PROXY SUMMARY DIRECTOR NOMINEES Committee Memberships Other Current Nominating Public Director & Corporate Company Name Age Since Independent Principal Occupation Audit Compensation Governance Risk Boards Chief Executive Officer and • None William 2010 Portfolio Manager of 53 Ackman 14MAR202002351887 ✓ Pershing Square Capital 14MAR202002354477 Management, L.P. Chief Executive Officer and • None Adam 57 2010✓ President of The 14MAR202002354477 Flatto Georgetown Company Chief Executive Officer of • Stag Jeffrey AEW Capital 14MAR202002351738 Industrial, 61 2010 Furber ✓ Management, L.P. and Inc. Chairman of AEW Europe Beth Managing Partner of Axcel • Meredith 62 2017 Kaplan ✓ Partners, LLC 14MAR202002354477 14MAR202002354477 Corporation • Crocs, Inc. Chief Executive Officer of • None Paul 62 2019 The Howard Hughes Layne ✘ Corporation Treasurer and Vice • None Allen 74 2010 Chairman of Overseas14MAR202002354477 14MAR20200235447714MAR202002351738 Model ✓ Strategic Consulting, Ltd. R. Scot Former Chief Executive • None 63 2010 Sellers ✓ Officer of Archstone 14MAR20200235173814MAR20200235447714MAR202002354477 Executive Managing • Spirit MTA Steven 67 2010 Director of New World14MAR20200235173814MAR202002353450 14MAR20200235447714MAR202002354477 REIT Shepsman ✓ Realty Advisors Chief Executive Officer of • None Mary Ann 71 2011 CBRE’s New York Tri-State Tighe ✓ 14MAR202002354477 Region Meetings in 2019: 9 13 7 4 4 14MAR20200235173814MAR202002354477Chair14MAR202002353450 Member Financial14MAR202002351887 Expert Chairman of the Board Director Diversity AGE OF DIRECTORS NOMINEES 75 Number of Distribution of Director Age Directors 70 74 50s 2 70 60s 5 65 70s 2 66 60 62 60
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