HPP appoints T. Ritson Ferguson to board; Audit Committee change

Hudson Pacific Properties, Inc. (HPP) reported that director Mark Linehan resigned from the board effective September 11, 2025, stating he will devote more time to other professional commitments and expressing no disagreement with the company.

Rhea-AI Filing Summary

Hudson Pacific Properties, Inc. (HPP) reported that director Mark Linehan resigned from the board effective September 11, 2025, stating he will devote more time to other professional commitments and expressing no disagreement with the company. The board appointed T. Ritson Ferguson as his successor effective the same date. Mr. Ferguson will serve on the board and join the Audit Committee, while director Michael Nash will succeed Mr. Linehan as Audit Committee Chair. Mr. Ferguson will be paid under the companys Non-Employee Director Compensation Plan and is expected to enter the standard indemnification agreement for non-employee directors. The filing notes Mr. Ferguson's prior roles at CBRE Investment Management and states there are no reportable related-party transactions or special arrangements surrounding his appointment.

Positive

• Board vacancy filled promptly with the appointment of T. Ritson Ferguson effective September 11, 2025
• Audit Committee continuity maintained as Michael Nash succeeds as Chair and Mr. Ferguson joins the committee
• Appointment uses standard compensation and indemnification, indicating no bespoke deal terms were required

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine board change: a voluntary resignation and an experienced industry appointment with standard compensation and indemnification.

The resignation is presented as voluntary and non-contentious, which limits immediate governance concerns. The board filled the vacancy promptly with T. Ritson Ferguson, whose background at CBRE Investment Management suggests relevant industry expertise for a real estate investment trust. The Audit Committee leadership transition is documented, with Michael Nash named Chair, preserving committee continuity. Compensation via the existing Non-Employee Director Compensation Plan and use of the standard indemnification agreement indicate no bespoke governance exceptions were required for this appointment.

Financial Analyst

TL;DR: Operationally immaterial director change with no disclosed financial impact.

The filing contains no financial statements, quantitative impacts, or related-party transactions tied to the appointment. Compensation will follow the companys standard plan and an indemnification agreement will be used, neither of which are described as creating material obligations. Based on the disclosed facts, this event is a governance update without direct disclosed effect on HPPs financial condition or operations.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who resigned from HPPs board and why?

Mark Linehan resigned from the board effective September 11, 2025, stating he will devote more time to other professional commitments and expressing no disagreement with the company.

Who was appointed to the HPP board to replace the resigning director?

T. Ritson Ferguson was appointed effective September 11, 2025, to succeed Mr. Linehan and will serve on the Audit Committee.

Will the Audit Committee leadership change at HPP?

Yes. Michael Nash, an incumbent director, will succeed Mark Linehan as Chair of the Audit Committee.

Are there any related-party transactions or special arrangements reported for Mr. Ferguson?

The filing states there are no arrangements or understandings surrounding his appointment and he is not a party to any transaction reportable under Item 404(a) of Regulation S-K.

How will Mr. Ferguson be compensated for his service on HPPs board?

He will be compensated in accordance with the companys Non-Employee Director Compensation Plan, a copy of which is attached as Exhibit 10.1 to the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/15/2025 - 09:00 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 8-K

 _________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15 (d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2025

 _________________________________

Hudson Pacific Properties, Inc.

(Exact name of registrant as specified in its charter) 

Maryland

001-34789

27-1430478

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

11601 Wilshire Blvd., Ninth Floor
Los Angeles,			California			90025
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (310) 445-5700

Not Applicable

(Former name or former address, if changed since last report)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

HPP

New York Stock Exchange

4.750% Series C Cumulative Redeemable Preferred Stock

HPP Pr C

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2025, Mr. Mark Linehan notified the board of directors (the “Board”) of Hudson Pacific Properties, Inc. (the “Company”) of his resignation from the Board, effective immediately, due to his desire to devote more of his time to other professional commitments. In tendering his resignation, Mr. Linehan expressed no disagreement with the Company.

On September 11, 2025, the Board voted to appoint Mr. T. Ritson Ferguson as Mr. Linehan’s successor, effective immediately. Mr. Ferguson will serve on the Audit Committee of the Board, and Mr. Michael Nash, an incumbent director, will succeed Mr. Linehan as Chair of the Audit Committee.

Mr. Ferguson will be compensated for his service on the Board in accordance with the Company’s Non-Employee Director Compensation Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. In addition, the Company and Mr. Ferguson expect to enter into the Company’s standard form of indemnification agreement for its non-employee directors to be effective as of September 11, 2025, which requires the Company to indemnify each indemnitee to the fullest extent permitted by the Maryland General Corporation Law. For a description of the Company’s indemnification agreements, please see the Company’s Proxy Statement for its 2015 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 2, 2015.

Mr. Ferguson is the Lead Trustee of the Board of CBRE Global Real Estate Income Fund and a member of the investment committees for CBRE Investment Management (“CBREIM”) Listed Real Assets. He served as Vice Chairman of CBREIM Listed Real Assets from 2021 to 2022. Prior to that role, Mr. Ferguson acted as Chief Executive Officer and Chief Investment Officer of the business until 2020, in which capacities he was responsible for the management and investment decision-making of the firm’s global range of listed and unlisted real estate and infrastructure program offerings. There are no arrangements or understandings between Mr. Ferguson and any other person pursuant to which Mr. Ferguson was appointed as a director, and Mr. Ferguson is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 15, 2025, the Company issued a press release announcing the appointment of Mr. Ferguson to its Board, effective September 11, 2025. A copy of the press release is furnished herewith as Exhibit 99.1. The information being furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of

1934.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
10.1						Hudson Pacific Properties, Inc. Non-Employee Director Compensation Plan
99.1**						Press release dated September 15, 2025
104**						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

						HUDSON PACIFIC PROPERTIES, INC.
Date:			September 15, 2025			By:			/s/ Mark Lammas
									Mark Lammas President