HHH amends exec agreements, extends CEO/CFO terms to 2028; President Cross to depart Dec 2025

Howard Hughes Holdings Inc.

Added 'Transaction' definition (40%+ ownership or board-determined event) with enhanced severance within 24 months post-Transaction.
CEO O'Reilly's annual target LTIP raised to $4.5M; O'Reilly and CFO Olea terms extended to Dec 31, 2028.
President L. Jay Cross to cease as officer upon non-renewal of employment agreement effective Dec 1, 2025.
Good Reason definition expanded to include organizational changes and loss of exchange-listed executive officer status.
All amendments effective April 1, 2025; compensation committee approved March 31, 2025.

item 5.02 item 9.01

Executive movements

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Departed

L. Jay Cross

President

HHH · Howard Hughes Holdings Inc.

Effective: 2025-12-01
Filed: April 4, 2025, 7:59 PM ET

On April 2, 2025, the Company and its President, L. Jay Cross, mutually agreed not to renew Mr. Cross’ employment agreement upon the expiration of its current term on December 1, 2025, which shall be treated as a non-renewal by the Company under his employment agreement.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

L. Jay Cross departed as President at Howard Hughes Holdings Inc..

Action: non-renewal
Role: President

Exact text from the filing

On April 2, 2025, the Company and its President, L. Jay Cross, mutually agreed not to renew Mr. Cross’ employment agreement upon the expiration of its current term on December 1, 2025, which shall be treated as a non-renewal by the Company under his employment agreement.

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Howard Hughes Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-032249

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