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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The Company’s 2010 Incentive Plan permits the Company’s board of directors (the “Board”) to grant, among other things, restricted stock, restricted stock units, operating partnership performance units and performance-based awards. As of December 31, 2024, 2.2 million common shares were available for grant under the 2010 Plan. The calculation of shares available for grant is determined after taking into account unvested restricted stock, unvested operating partnership performance units, and unvested RSUs, assuming the maximum bonus pool eligible ultimately is earned and based on a stock price of $3.03.

The Board awards restricted shares to non-employee Board members on an annual basis as part of such Board members’ annual compensation and to newly elected non-employee Board members in accordance with the Non-Employee Director Compensation Program. The time-based awards are generally issued in the second quarter, in conjunction with the director’s election to the Board and the individual share awards vest in equal annual installments over the applicable service vesting period, which is three years. Additionally, certain non-employee Board members elect to receive operating partnership performance units in
lieu of their annual cash retainer fees. These awards are generally issued in the first quarter of the year subsequent to the year in which they were earned and are fully-vested upon their issuance.

The Board awards time-based restricted shares or time-based operating partnership performance units to certain employees on an annual basis as part of the employees’ annual compensation. These time-based awards are generally issued in the first or fourth quarter and vest in equal annual installments over the applicable service vesting period, which is generally three years. Additionally, certain awards are subject to a mandatory holding period upon vesting if the grantee is an executive officer. Lastly, certain employees elect to receive operating partnership performance units in lieu of their annual cash bonus. These awards are generally issued in the first or fourth quarter and are fully-vested upon their issuance.

For the years 2022 and 2023, the compensation committee of the Board (“Compensation Committee”) adopted an annual Hudson Pacific Properties, Inc. Performance Stock Unit Plan (“PSU Plan”). Under the PSU Plan, the Compensation Committee awards restricted stock units or performance units in the operating partnership to certain employees. The 2022 PSU Plan grants consist of two portions. A portion of each award, the Relative Total Shareholder Return (“TSR”) Performance Unit, is eligible to vest based on the achievement of the Company’s TSR compared to the TSR of the FTSE NAREIT All Equity REITs index over a three-year performance period, with the vesting percentage subject to certain percentage targets. The remaining portion of each award, the Operational Performance Unit, becomes eligible to vest based on the achievement of operational performance metrics over a one-year performance period and vests over three years. The number of Operational Performance Units that becomes eligible to vest based on the achievement of operational performance metrics may be adjusted based on the Company’s achievement of absolute TSR goals over a three-year performance period by applying the applicable vesting percentages. The 2023 PSU Plan grants contain only an Operational Performance Unit, which is eligible to vest based on the achievement of operational metrics over a one-year performance period and vests over three years. The number of Operational Performance Units that becomes eligible to vest based on the achievement of operational performance metrics may be adjusted based on the Company’s achievement of the Company’s TSR compared to the TSR of the FTSE NAREIT All Equity REITs index over a three-year performance period. Certain of the awards granted under the PSU Plan are subject to a two-year post-vesting restriction period, during which any awards earned may not be sold or transferred.

For 2024, the Compensation Committee adopted an annual equity award program for its top three executive officers consisting of a grant of time-based operating partnership performance units and a grant of market-based operating partnership performance units. The time-based awards vest in equal annual installments over the applicable service vesting period, which is five years. The market-based awards vest upon the satisfaction of both performance and service-based requirements. The quantity earned is based on the achievement of stock price performance hurdles over the five-year performance period commencing on the second anniversary of the grant date. The earned awards will satisfy the service-based requirement in increments of 60%, 20% and 20% on the third, fourth and fifth anniversaries of the grant date, respectively. The awards are also subject to a two-year post-vesting restriction period, during which any awards earned may not be sold or transferred.

Time-Based Awards

The stock-based compensation is valued based on the quoted closing price of the Company’s common stock on the applicable grant date and discounted for any hold restrictions in accordance with ASC 718. The stock-based compensation is amortized through the final vesting period on a straight-line basis. Forfeitures of awards are recognized as they occur.

Market-Based and Performance-Based Awards

The following table outlines key components of the 2024 market-based awards:
Market-Based Performance Unit
Maximum bonus pool, in millions$25.5
Performance period1/1/2026 to 12/31/2030
Vesting period1/1/2024 to 1/1/2029


The following table outlines key components of the 2023 PSU Plan:
Operational Performance Unit
Maximum bonus pool, in millions$15.0
Performance period1/1/2023 to 12/31/2023
The following table outlines key components of the 2022 PSU Plan:
Operational Performance UnitRelative TSR Performance Unit
Maximum bonus pool, in millions$15.0$15.0
Performance period1/1/2022 to 12/31/20221/1/2022 to 12/31/2024

The stock-based compensation cost of the 2024 market-based awards and the 2023 and 2022 PSU Plans was valued in accordance with ASC 718 utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The stock-based compensation is amortized through the final vesting period under a graded vesting expense recognition schedule. Forfeitures of awards are recognized as they occur.

The per unit fair value of the 2024 market-based awards and the 2023 and 2022 PSU awards granted was estimated on the date of grant using the following assumptions in the Monte Carlo simulation:
202420232022
Expected price volatility for the Company41.00%40.00%43.00%
Expected price volatility for the particular REIT indexN/A27.00%33.00%
Risk-free rate3.89%3.44%1.72%
Dividend yield
3.00 - 6.00%
5.40%3.60%

Summary of Unvested Share Activity

The following table summarizes the activity and status of all unvested stock awards:
202420232022
SharesWeighted-Average Grant-Date Fair ValueSharesWeighted-Average Grant-Date Fair ValueSharesWeighted-Average Grant-Date Fair Value
Unvested at January 1693,835 $9.89 309,837 $23.14 507,534 $25.17 
Granted195,240 5.77 618,316 7.54 50,915 20.15 
Vested(286,869)11.95 (198,430)23.61 (234,741)26.81 
Canceled(20,798)13.51 (35,888)7.83 (13,871)24.42 
Unvested at December 31581,408 $7.37 693,835 $9.89 309,837 $23.14 

The following table summarizes the activity and status of all unvested time-based restricted operating partnership performance units:
202420232022
UnitsWeighted-Average Grant-Date Fair ValueUnitsWeighted-Average Grant-Date Fair ValueUnitsWeighted-Average Grant-Date Fair Value
Unvested at January 11,271,899 $9.82 357,656 $22.53 681,394 $24.91 
Granted3,010,397 7.28 1,422,893 8.16 25,206 11.98 
Vested(808,717)9.08 (508,650)14.11 (348,944)26.42 
Canceled(172,947)7.46 — — — — 
Unvested at December 313,300,632 $7.81 1,271,899 $9.82 357,656 $22.53 
Share-based Compensation Recorded

The following table presents the classification and amount recognized for stock-based compensation related to the Company’s awards:    
For the Year Ended December 31,
202420232022
Expensed stock compensation(1)
$26,009 $23,863 $24,296 
Capitalized stock compensation(2)
2,160 3,021 3,354 
Total stock compensation(3)
$28,169 $26,884 $27,650 
_________________
1.Amounts are recorded in general and administrative expenses, office operating expenses and studio operating expenses on the Consolidated Statements of Operations.
2.Amounts are recorded in investment in real estate, at cost on the Consolidated Balance Sheets.
3.Amounts are recorded in additional paid-in capital and non-controlling interest—units in the operating partnership on the Consolidated Balance Sheets.

As of December 31, 2024, total unrecognized compensation cost related to unvested share-based payments was $39.2 million. It is expected to be recognized over a weighted-average period of three years.