Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of Carlos A. Olea as Chief Financial Officer
On January 12, 2022, The Howard Hughes Corporation, a Delaware corporation (the
"Company") announced the appointment of Carlos A. Olea to serve as the Company's
Chief Financial Officer, effective January 12, 2022.
Mr. Olea, age 43, has been with the Company since 2017, including as Chief
Accounting Officer since 2019. In this role, Mr. Olea was responsible for
accounting operations and external financial reporting across the portfolio. Mr.
Olea also served as the Company's EVP, Accounting and VP, Accounting Policy &
Reporting in 2018 and 2017, respectively. Prior to joining the Company, Mr. Olea
served as the Chief Accounting Officer for Carr Properties, a Washington, D.C.
based owner-operator and developer, from 2014 to 2017. Previously, Mr. Olea was
a Senior Manager with the Advisory Services practice of Ernst and Young and a
Director of Technical Accounting and Financial Reporting with AvalonBay
Communities in Arlington, Virginia. Mr. Olea earned a graduate degree in real
estate finance from Georgetown University, and a B.S. in Accounting and Finance
from ITESM, in Mexico.
In connection with his appointment, the Company entered into an employment
agreement with Mr. Olea, effective January 12, 2022. The initial term of the
employment agreement expires on December 31, 2026, unless earlier terminated.
Thereafter, the term shall renew automatically for additional periods of one
year, unless either party provides notice of non-renewal at least 60 days period
to the automatic renewal. Under the agreement, Mr. Olea's annual base salary
will be $500,000, and he will be eligible to earn an annual cash bonus in the
targeted amount of $750,000 ("Target Annual Bonus") based upon the achievement
of performance goals that will be established by the Compensation Committee of
the Company's Board of Directors (the "Compensation Committee"). If the
Compensation Committee establishes a minimum overall performance goal that Mr.
Olea is required to achieve to receive an annual bonus and the minimum goal is
achieved, then the annual bonus for such calendar year shall be equal to at
least 80% of the Target Annual Bonus, but no more than 120% of the Target Annual
Bonus. In addition, commencing in 2022, Mr. Olea will be eligible to receive an
annual long-term equity award of up to $950,000 worth of restricted stock (50%
time-based vesting and 50% performance-based vesting) under The Howard Hughes
Corporation 2020 Equity Incentive Plan.
Pursuant to the employment agreement, Mr. Olea has agreed to restrictive
covenants, including non-solicitation and non-competition covenants, applicable
during the term of his employment with the Company and for various periods
following his termination of employment for any reason. The non-solicitation and
non-competition covenants expire 12 months after Mr. Olea's termination. In the
event Mr. Olea's employment terminates before the expiration of the employment
agreement's term, he may be entitled to severance payments depending on the
circumstances, and the severance may be enhanced if payable in connection with a
change in control of the Company.
The Company has also entered into an indemnification agreement with Mr. Olea,
effective January 12, 2022. The indemnification agreement requires the Company
to indemnify Mr. Olea to the fullest extent permitted by Delaware law, including
indemnification of expenses such as attorneys' fees, judgments, fines and
settlement amounts reasonably incurred by him in any action or proceeding
arising out of his service as an executive officer of the Company. The
indemnification agreement is in the form previously approved by the Company's
Board of Directors for indemnification of directors and certain officers of the
The foregoing summaries of the employment agreement and the indemnification
agreement with Mr. Olea are qualified in their entirety by reference to the full
text of the employment agreement and the indemnification agreement, which are
filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated by reference into this Item 5.02.
Departure of Former Chief Financial Officer
Effective as of January 10, 2022, Correne S. Loeffler's service as Chief
Financial Officer and employment with the Company was terminated.
Item 7.01 Regulation FD Disclosure.
On January 12, 2022, the Company issued a press release regarding the
appointment of Mr. Olea as Chief Financial Officer. The press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
information contained in this Current Report on Form 8-K pursuant to this "Item
7.01 Regulation FD Disclosure," is being furnished. This information shall not
be deemed to be filed for the purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, unless specifically identified therein as being
incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
10.1 Employment Agreement, effective January 12, 2022, by and between The
Howard Hughes Corporation and Carlos Olea.
10.2 Form of indemnification agreement for officers and directors of The
Howard Hughes Corporation (incorporated by reference from Exhibit 10.7
to the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on November 12, 2010).
99.1 Press Release, dated January 12, 2022.
101 Pursuant to Rule 406 of Regulation S-T, the cover page information is
formatted in iXBRL (Inline eXtensible Business Reporting Language).
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
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