the Securities Exchange Act of 1934 (Amendment No.)
LETTER TO OUR SHAREHOLDERS |
This year, Alexander & Baldwin celebrates
Please join us at the 20202023 Annual Meeting of Shareholders of Alexander & Baldwin, Inc. (“A&B” or the “Company”), to be held in the Hokulei Ballroom, Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii, on Tuesday, April 28, 202025, 2023 at 8:00 a.m. HST.HST in a virtual format by live audio webcast. Information on how to attend our virtual Annual Meeting is included in the Proxy Statement. We look forward to meeting with you.
hope that you can join us.
14, 2023.
Chief Executive Officer
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NOTICE OF ANNUAL MEETING |
| When: | Meeting Agenda: | |||||||||
| 1. | Elect | ||||||||
| 2. | Conduct an advisory vote on executive compensation; | ||||||||
| 3. | Ratify the appointment of the independent registered public accounting firm for the ensuing year; and | ||||||||
4. | Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof. | |||||||||
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ALYSON J. NAKAMURA Vice President and Corporate Secretary | ||
THE INTERNET OR BY TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL.
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PROPOSAL NO. PROPOSAL NO. 2: Advisory Vote on Executive Compensation What is the voting requirement to approve each of the proposals? through April 2021 Audit Committee: The current members of the Audit Committee are: 2022. 2022. Currently, of our seven directors, two are women and three are ethnically diverse. Board leadership also is diverse -- the Chairman of the Board, who also chairs the Nominating and Corporate Governance Committee, is part Native Hawaiian and the Chair of the Compensation Committee is female. Hawaii, where we have been headquartered for over 150 years, is a diverse community. The Board considers the diversity of our workforce, community, tenants and stakeholders as it evaluates its composition. length of time of ownership), the name of the candidate, the The full text of the A&B Corporate Governance Guidelines is available on the corporate governance page of A Our Mission: the community. levels and components were Name (a) W. Allen Doane Robert S. Harrison David C. Hulihee(3) Stanley M. Kuriyama Diana M. Laing Thomas A. Lewis, Jr. Douglas M. Pasquale Michele K. Saito Jenai S. Wall(5) Eric K. Yeaman Our Board of Directors approved the following non-employee director compensation schedule of annual fees, which was developed with the assistance of WTW. $14,000 $7,500 Name or Number in Group W. Allen Doane Robert S. Harrison Stanley M. Kuriyama Diana M. Laing Thomas A. Lewis, Jr. Douglas M. Pasquale Michele K. Saito Eric K. Yeaman Christopher J. Benjamin Brett A. Brown Lance K. Parker Nelson N. S. Chun Meredith J. Ching 14 Directors and Executive Officers as a Group The Audit Committee has established written procedures to address situations when approvals need to be sought between meetings. Whenever possible, proposed related person transactions will be included as an agenda item at the next scheduled Audit Committee meeting for review and approval. However, if it appears that a proposed related person transaction will occur prior to the next scheduled Audit Committee meeting, approval will be sought from AuditTuesday, April 25, 2023, 8:00 a.m. HST The 2023 Annual Meeting will be virtual, conducted entirely via live audio webcast February 16, 2023 Shareholders as of the record date are entitled to vote Record shareholders must have the control number printed on their proxy card in order to access the virtual meeting. Shareholders who hold their shares through an intermediary must register and provide a Legal Proxy. Further information is included in this Proxy Statement. Agenda ItemBoard Recommendation Page ReferenceTime and Date:Tuesday, April 28, 2020, 8:00 a.m. HST Place:Hokulei BallroomDole Cannery735 Iwilei RoadHonolulu, Hawaii Record Date:February 20, 2020 Voting:Shareholders as of the record date are entitled to vote. Admission:Shareholders will be asked to present valid photo identification. Shareholders holding stock in brokerage accounts must present a copy of a brokerage statement reflecting stock ownership as of the record date. Meeting Agenda Agenda ItemBoard RecommendationPage ReferenceElection of eightseven directors3FOR45 FOR47 Name Director
SinceOccupation Committees Christopher J. Benjamin 2016 Chief Executive Officer, Alexander &
Baldwin, Inc.— Diana M. Laing 2019 Retired CFO, American Homes 4 Rent John T. Leong 2020
Management, LLCThomas A. Lewis, Jr. 2017 Retired CEO, Realty Income Corporation Douglas M. Pasquale 2012 Founder & CEO of Capstone Enterprises
Corporation NameDirector
SinceNameOccupationDirector SinceOccupationCommittees Michele K. Saito2012 Christopher J. Benjamin2016President & Chief Executive Officer, Alexander & Baldwin, Inc. —Robert S. Harrison2012Chairman, President & Chief Executive Officer, First Hawaiian, Inc. Chair•Compensation Stanley M. Kuriyama2012Chairman of the Board of Alexander & Baldwin, Inc.Retired CEO of Alexander & Baldwin, Inc. —Diana M. Laing2019Retired CFO, American Homes 4 Rent — ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGEiiSUMMARY INFORMATION NameDirector SinceOccupationCommittees Thomas A. Lewis, Jr.2017Retired CEO, Realty Income Corporation•CompensationDouglas M. Pasquale2012Founder & CEO of Capstone Enterprises Corporation•Audit, Chair•Nominating & Corporate Governance Michele K. Saito2012President, DTRIC Insurance Company•Compensation, Chair•Nominating & Corporate GovernanceEric K. Yeaman 2012 2012Founder & Managing Partner, Hoku Capital LLC Company'sCompany’s business objectives. Accordingly, the majority of executive compensation is tied to performance. In 2019, 78%As displayed in the charts below, in 2022, 77% of the target compensation for our Chief Executive Officer ("CEO"(“CEO”), Christopher Benjamin, was in the form of performance-based pay, consisting of annual incentives (cash) and long-term incentives (equity), with the remaining 22%23% set as fixed pay. For our other Named Executive Officers 63%(“NEO”), 64% of their target compensation was performance-based with the remaining 37%36% set as fixed pay*pay. The pay mix for our NEOs reflect the core of our ongoing pay program (i.e., base salary, annual cash incentive and long-term incentives) and does not include the one-time simplification incentive created in 2021. For additional information about the simplification program please refer to page 28.2019,2022, our executive compensation program received strong support from shareholders with approximately 97% of say on paySay-on-Pay votes cast in favor of the program.
("(“CD&A"&A”), which begins on page 2021 and describes our pay for performance philosophy and each element of compensation. Our Board of Directors recommends approval, on an advisory basis, of the compensation of our Named Executive Officers, as further described in the CD&A and "Proposal“Proposal No. 2: Advisory Vote on Executive Compensation"Compensation” beginning on page 45.*These percentages do not include the compensation for Diana Laing, who served as Interim Chief Financial Officer through May 7, 2019 until the appointment of a new Chief Financial Officer. Ms. Laing was paid only a base salary and did not participate in annual or long-term incentives. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTTable of ContentsPagePage 1:1: Election of DirectorsA&B's Culture482024 ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE1GENERAL INFORMATION ABOUT THE ("(“A&B"&B” or the "Company"“Company”) is soliciting proxies for the Annual Meeting of Shareholders to be held on April 28, 202025, 2023 and at any adjournment or postponement of the meeting (the "Annual Meeting"“Annual Meeting”).17, 2020,14, 2023, we mailed to our shareholders (other than to certain street name shareholders or those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing and reviewing on the Internet all of our proxy materials, including this Proxy Statement and our 20192022 Annual Report to Shareholders. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission ("SEC"(“SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials on the Internet. This process is designed to expedite shareholders'shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.shareholders'shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.20, 202016, 2023 are entitled to notice of and to vote at the Annual Meeting. On that date, there were 72,306,50872,593,773 shares of common stock outstanding, each of which is entitled to one vote. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTContents
Computershare
Alexander & Baldwin Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001PAGE2GENERAL INFORMATION ABOUT THE ANNUAL MEETING&B's&B’s common stock to forward proxy soliciting material to the beneficial owners of the stock, and A&B will reimburse those record holders for their reasonable expenses. A&B has retained the firm of D.F. King & Co., Inc. to assist in the solicitation of proxies at a cost of $10,000$11,500 plus reasonable out-of-pocket expenses.17, 2020. Who can I contact to obtain directions to the Annual Meeting site?You may contact Jan Matsumoto at (808) 525-8452 to obtain directions to the site of the Annual Meeting, the Hokulei Ballroom at Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii."A“A&B Predecessor"Predecessor” mean in this document?"A“A&B Predecessor"Predecessor” mean Alexander & Baldwin, Inc. prior to its separation from Matson, Inc. on June 29, 2012. A&B converted to a real estate investment trust ("REIT"(“REIT”) in 2017. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE3&B's&B’s directors stand for election annually, and elections are conducted using a majority voting standard in uncontested elections. EightWe ask for your voting support for our seven directors will be elected at the Annual Meetingnamed below, to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.eightseven persons named below. All nominees are current members of the Board of Directors. The Board of Directors believes that all nominees will be able to serve. However, if any nominee should decline or become unable to serve for any reason, shares represented by the accompanying proxy will be voted for the replacement person nominated by the Board of Directors, or the Board may choose to reduce the number of directors serving on the Board. Each director nominee identified below was unanimously nominated by the Board at the recommendation of the Nominating and Corporate Governance Committee.While Mr. Kuriyama, who has been with the Company for 28 years, is standing for reelection, he intends to retire from the Board within the next year. He will work with the directors to effect a smooth Board leadership transition. Mr. Kuriyama's intent to retire was not the result of any dispute or disagreement with the Company on any matter.Under A&B's mandatory retirement policy for directors, W. Allen Doane, who has served as a director of A&B or A&B Predecessor since 1998, is retiring from the Board at the Annual Meeting. In addition to his service as a director, Mr. Doane served as Chief Executive Officer of A&B Predecessor from October 1998 through December 2009 and as Chairman of the Board of A&B Predecessor from April 2006 through December 2009. The Board and management thank Mr. Doane for his years of service and valued advice.2020)2023), and principal occupations of each person nominated by the A&B Board, their business experience during at least the last five years, the year each first was elected or appointed a director and qualifications of each director.Board'sBoard’s self-assessment process. The Nominating Committee'sCommittee’s processes for selecting director nominees are described in greater detail in "Certain Information Concerning the Board“Board of Directors—Nominating Committee Processes"Directors Information” below. A&B's business strategy is Hawaii-focused and, accordingly, the Board believes it is valuable to shareholders that the board reflects a balanced mix that includes Hawaii-based executives who can provide extensive local knowledge and insight.Strong combined skillset* and local Hawaii expertise effectively position the Board to navigate Hawaii's unique business environment:
*
skillsetsskill sets of our eightseven directors being proposed for re-election. All directors are included in multiple categories.
✓Commitment to strong corporate governance✓Focus on long-term value creation ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT✓High ethical standards ✓ Diversity ✓ Operating segment expertise ✓ Knowledge of and involvement in Hawaii PAGE4PROPOSAL NO. 1above;above, the current mix of skills and experience represented by our directors;directors, and the qualifications of each nominated director which includes the factors reflected as follows. 
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59
Director Since: 20162016sincefrom June 2012&B's&B’s and A&B Predecessor'sPredecessor’s senior management team for over a decade,nearly two decades, Mr. Benjamin, who is President andthe Chief Executive Officer of A&B, brings to the Board an in-depth knowledge of all aspects of the Company'sCompany’s real estate operations, including commercial real estate and real estate development. Having served for more than seven years as Chief Financial Officer, he has thorough knowledge of the financial management of the Company, including accounting, treasury and investor relations activities. He is knowledgeable about Hawaii and A&B's&B’s operating markets through his involvement in the Hawaii business community and local community organizations. 
Robert S. HarrisonAge: 59Director Since: 2012•Chairman of the Board and Chief Executive Officer of First Hawaiian, Inc. ("FHI") (banking) since August 2016•President of FHI since August 2019•Chairman of the Board of First Hawaiian Bank ("FHB") since May 2014•Chief Executive Officer and Director of FHB since January 2012•President of FHB from December 2009 to June 2015, and from August 2019 to present•Chief Operating Officer of FHB from December 2009 through December 2011•Vice Chairman of FHB from December 2007 to December 2009•Chief Risk Officer of FHB from January 2006 to December 2009Director Qualifications: As Chairman, President and Chief Executive Officer of FHB, Hawaii's largest financial institution, Mr. Harrison brings to the Board experience in managing complex business organizations. He also has banking and financial expertise. Mr. Harrison has board experience through his service on various corporate and non-profit boards and is knowledgeable about Hawaii and A&B's operating markets through his involvement in the Hawaii business community and local community organizations. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE5PROPOSAL NO. 1 
Stanley M. KuriyamaAge: 66Director Since: 2012•Chairman of the Board since June 2012•Chief Executive Officer of A&B from June 2012 through December 2015•Director and Chief Executive Officer of A&B Predecessor from January 2010 through June 2012•President of A&B Predecessor from October 2008 through June 2012•President and Chief Executive Officer, A&B Land Group from July 2005 through September 2008•Chief Executive Officer and Vice Chairman of A&B Predecessor's subsidiary, A&B Properties, Inc., from December 1999 through September 2008•Director and Chairman of the Board of Matson Navigation Company, Inc. from September 2009 through June 2012•Director, Matson Inc. (NYSE:MATX) (ocean transportation) since June 2016Director Qualifications: As a member of A&B's and A&B Predecessor's senior management team for two decades, Mr. Kuriyama, who is Chairman of the Board and former Chief Executive Officer of A&B, brings to the Board an in-depth knowledge of all aspects of the Company's real estate operations, including commercial real estate and real estate development. He is knowledgeable about Hawaii and A&B's operating markets through his involvement in the Hawaii business community and local community organizations. 
Diana M. Laing65
68
Director Since: 2019Director of The Macerich Company (NYSE:MAC) since October 2003• ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE6PROPOSAL NO. 1 
Director Since: 2020
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70
Director Since: 2017("(“Realty Income"Income”) from September 1993 to May 2014; Chief Executive Officer of Realty Income from February 1997 through September 2013Director of Realty Income from September 1993 through May 2014•sincefrom May 2006nation'snation’s largest and most successful REITs, Mr. Lewis contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. He also has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii, having spent his teen and collegiate years on Oahu, and is a part-time resident. 
65
68
Director Since: 2012
Lead Independent Director since 2018sincefrom June 2017("Ventas"(“Ventas”) (healthcare REIT) from July 2011 through May 2017Ventas'sVentas’s acquisition of Nationwide Health Properties, Inc. (formerly NYSE:NHP) ("NHP"(“NHP”) in July 2011Sunstone Hotel Investors, Inc. (NYSE:SHO) since November 2011•Director of DineEquity,Dine Brands Global, Inc. (NYSE:DIN) since March 2013Qualifications:Qualifications: As Chief Executive Officer of Capstone Enterprises and as former President, Chief Executive Officer and Chairman of the Board of Nationwide Health Properties, Inc. prior to its merger in July 2011 with Ventas, Mr. Pasquale contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. This experience has provided Mr. Pasquale with financial expertise, and he has been designated by the Board of Directors as an Audit Committee Financial Expert. He also has board experience, including his service on the boards of other publicly traded companies. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE7PROPOSAL NO. 1 
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Director Since: 2012sincefrom March 2014("Farmers"(“Farmers”) from January 2010 through August 2012•Vice President of Finance and Operations of AIG Hawaii from 1995 through 2000former President of Farmers, two of Hawaii'sHawaii’s largest insurance companies, Ms. Saito brings to the Board experience in managing a complex business organization and financial and accounting expertise. Ms. Saito also has board experience, including her service on various corporate and non-profit boards, and is knowledgeable about Hawaii and A&B's&B’s operating markets through her involvement in the Hawaii business community and local community organizations. 
52
55
Director Since: 2012
Chairman of the Board since October 2020FHIFirst Hawaiian, Inc. (NASDAQ:FHB) from August 2016 through August 2019FHBFirst Hawaiian Bank from June 2015 through August 2019("(“Hawaiian Telcom"Telcom”) (telecommunications) from June 2008 to June 2015state'sstate’s leading integrated communications company, Mr. Yeaman brings to the Board experience in managing complex business organizations. He also has financial and accounting expertise and has been designated by the Board of Directors as an Audit Committee Financial Expert. Mr. Yeaman has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii and A&B's&B’s operating markets through his involvement in the Hawaii business community and local community organizations. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE8Profile.Profile. Sound principles of corporate governance are a priority for A&B's&B’s Board of Directors. Governance highlights include:25%29% women; 38%43% ethnically diverse; 75%86% independenton page 3entirelyof a majority of Audit Committee Financial ExpertsEngagement.Engagement. A&B values the views of its shareholders. During 2019,2022, members of our management team met or offered to meet with shareholders who cumulatively owned approximately 7574 percent of our stock to discuss our operations, corporate governance, environmental and social initiatives, and executive compensation, and to solicit feedback on these and a variety of other topics. Shareholder perspectives are shared with the Board.Harrison,Leong, Lewis, Pasquale and Yeaman and Ms.Mses. Laing and Ms. Saito are independent under New York Stock Exchange ("NYSE"(“NYSE”) rules. The Board also had previously determined that retiring and former directors W. Allen Doane, David C. Hulihee and Jenai S. Wall were independent. In making its independence determinations, the Board considered the transactions, relationships or arrangements in "Certain Information Regarding Directors and Executive Officers – Certain Relationships and Transactions" below, as well as the following: Mr. Doane – his status as a former executive officer of A&B Predecessor and banking relationships with FHB, an entity of which Mr. Doane is a director; Mr. Harrison – A&B's banking relationships with FHB, an entity of which Mr. Harrison is Chairman of the Board and Chief Executive Officer; Ms. Laing – her status as a former interim officer of A&B for seven months; and Mr. Yeaman – A&B's banking relationships with FHB, an entity of which Mr. Yeaman was President and Chief Operating Officermonths from November 2018 through AugustMay 2019.Structure.Structure. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. It understands that there is no single approach to providing Board leadership and that the right Board leadership structure may vary as circumstances warrant.Director (Douglas M. Pasquale).Director. At this time, the Board believes that a separate Chairman is beneficial in providing oversight and leadership in handling board responsibilities. This also allows our CEO to focus on Company strategy and business operations. The Lead Independent Director’s duties include consulting with the Chairman of the Board on agendas and meeting schedules, facilitating the process for the Board’s self-evaluation, presiding at Board meetings in the absence of the Chairman or over matters on which the Chairman may be conflicted, and consulting with the Chairman on key issues related to the Company.allows the Board to function independently from managementwhere he works closely with our Chairman and provide objective judgment regarding management's performance.our CEO. The Board has determined that its leadership structure is appropriate for A&B at this time. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE9CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSLead Independent Director Duties Include
other boards (or comparable•Consultingdirector commitment levels in connection with the Chairmanits recommendation of directors for election to the Board on agendasat the annual meeting of stockholders, with consideration given to public company leadership roles and meeting schedules•Facilitatingoutside commitments. It also will consider the process for the Board's self-evaluation•Presiding at Board meetings in the absencenumber of the Chairman•Presiding at executive sessions of independent Directors•Facilitating communication between the Independent Directorsother public company boards and the Chairman and Chief Executive OfficerBoard'sCommittee has reviewed the 2023 director nominees and affirms that all directors are compliant at this time.the migration offocusing and growing the commercial real estate portfolio toin Hawaii, and the simplification of the Company'sCompany’s business model, withand the bulk sale of Maui agricultural lands and reinvestment in commercial real estate.Company’s response to COVID-19. It receives regular strategic presentations from management and reviews and evaluates the Company'sCompany’s strategic and operating plans, as appropriate.Committee'sCommittee’s responsibilities involves discussing policies regarding risk assessment and risk management. Risk oversight plays a role in all major Board decisions and the evaluation of risk is a key part of the decision-making process. For example, the identification of risks and the development of sensitivity analyses are key requirements for capital requests that are presented to, and evaluated by, the Board.Company'sCompany’s compliance, auditing and risk management functions, and its risk-based approach to strategic and operating decision-making. Management reviews its risk management activities with the Audit Committee and the full Board of Directors on a regular basis. In addition, risk management perspectives from each of A&B's&B’s business segments are included in the Company'sCompany’s operating and strategic plans.Board. Board annually. Mandatory cybersecurity training is required annually for employees, and annual assessments of employee security awareness are performed. Cybersecurity reviews by a national security firm are conducted and insurance exists to cover information security risks.Assessment.Assessment. The Compensation Committee reviews compensation policies, plans and structure for the Company'sCompany’s executive group, to ascertain whether any of the compensation programs and practices create excessive risks or motivate risky behaviors that are reasonably likely to have a material adverse effect on the Company. Management has worked with the Compensation Committee to review the NEOs'NEOs’ incentive plans and related policies and practices, and the overall structure and positioning of total pay, pay mix, the risk management process and related internal controls.&B's&B’s NEO compensation programs represent an appropriate balance of fixed and variable pay, cash and equity, short-term and long-term compensation, financial and non-financial performance, and an appropriate level of enterprise-wide risk oversight. The Company periodically reviews the compensation policies, plans and structure for the Company'sCompany’s employees and, based on such review, our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE10CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSStrong Compensation Risk Management•Robust stock ownership guidelines•Multi-year vesting periods of equity awards•Capped incentive payments•Use of multiple performance metrics•Pay philosophy for all elements of pay targeted at the 50th percentile•Reasonable payout tied to performance (e.g., incentive pool funding of 50% at threshold, 100% at target, 200% at maximum, with linear interpolation between each goal); individual awards can be further modified, ranging from 0% (no award) to 150%, so long as the aggregate incentive pool is not exceeded (i.e., zero sum)•50% of NEOs' equity awards granted are performance-based, using relative total shareholder return over three years as a performance metric•Review of goal-setting by the Compensation Committee to ensure that goals are appropriate•Mix of pay that is consistent with competitive practices for organizations similar in size and complexity•Insider trading and hedging prohibitions•A compensation clawback policy•Oversight by a Compensation Committee composed of independent directors
Board of Directors and Committees of the Board.The Board of Directors held seven meetings during 2019.2022. At all regularly scheduled meetings, the non-managementindependent directors of A&B met in executive sessions. The independent directors of A&B also met in executive session in 2019,sessions, led by the Lead Independent Director (Douglas M. Pasquale).Chairman of the Board. In 2019,2022, all directors were present at 75% or more100% of the meetings of the A&B Board of Directors and Committees of the Board on which they serve. The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which is governed by a charter, which is available on the corporate governance page of A&B's&B’s website, www.alexanderbaldwin.com.Name Audit
CommitteeCompensation
CommitteeNominating and Corporate
Governance CommitteeChristopher J. Benjamin NameAuditCommitteeCompensationCommitteeNominating and CorporateGovernance CommitteeChristopher J. BenjaminW. Allen DoanememberRobert S. HarrisonmemberchairStanley M. KuriyamaDiana M. Laing Member MemberJohn T. Leong Member Thomas A. Lewis, Jr. Member memberDouglas M. Pasquale Chair chairmemberMemberMichele K. Saito Chair chairmemberMemberEric K. Yeaman Member member Chair ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE11CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSDoaneMessrs.Mr. Pasquale, DoaneMr. Yeaman and YeamanMs. Laing are "audit“audit committee financial experts"experts” under SEC rules. The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board of Directors and are summarized in the Audit Committee Report, which appears in this Proxy Statement. The Audit Committee met sixfive times during 2019.Mr. Harrison"Compensation“Compensation Discussion and Analysis"Analysis” section below. The Compensation Committee met four times during 2019."Nominating Committee"“Nominating Committee”) are:Harrison,Yeaman, Chairthreefour times during 2019.director'sdirector’s duties. The Nominating Committee also may consider other factors it deems to be in the best interests of A&B and its shareholders, such as business experience, financial expertise and knowledge and involvement in Hawaii communities and businesses. In addition,shareholder'sshareholder’s ownership of A&B stock (including the number of shares owned and the ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE12CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORScandidate'scandidate’s qualifications to be a director and the candidate'scandidate’s consent for such consideration.&B's&B’s Proxy Statement was released to shareholders in connection with the previous year'syear’s annual meeting.person'sperson’s accomplishments, qualifications and references, and conduct interviews with the candidate. The Nominating Committee'sCommittee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.Guidelines.Guidelines. The Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to promote the more effective functioning of the Board and its committees. The guidelines provide details on matters such as:Select Corporate Governance Guideline Topics•Goals and responsibilities of the Board•Selection of directors, including the Chairman of the Board•Board membership criteria and director retirement age•Stock ownership guidelines•Director independence, and executive sessions of non-management directors•Board self-evaluation•Board compensation•Board access to management and outside advisors•Board orientation and continuing education•Leadership development, including annual evaluations of the CEO and management succession plans&B's&B’s corporate website, www.alexanderbaldwin.com."Code"“Code”) that applies to the CEO, Chief Financial Officer and Controller. A copy of the Code is posted on the corporate governance page of A&B's&B’s corporate website, www.alexanderbaldwin.com. A&B intends to disclose any changes in or waivers from its Code by posting such information on its website.&B's&B’s corporate website, www.alexanderbaldwin.com.&B's&B’s Culture. We are proud of the culture at A&B, where we are committed to beingPartners for Hawaii. 2019 marks our 150th anniversary, and we honor the reputation that we have built over a century and a half of doing the right thing for our stakeholders. In 2017,Several years ago, A&B built upon its longstanding principles and developed vision, mission and values statements that guide our daily actions: Seize As Hawaii’s premier commercial real estate company, we will own and operate a superior portfolio of properties that enhances the opportunity created bylives of Hawaii’s people, enables our assets, peopletenants to thrive and relationships to make Hawaii better. Create special places and experiences, and keep A&B at the forefront of Hawaii's business communitycreates value for another 150 years by acting with an abiding respect for the state's communities, people, cultures and environment. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE13CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS
Utilize ourA&B’s extensive resources,assets, expertise, long history and deep relationships to improve Hawaii's communities, creating valuebenefit Hawaii and all our stakeholders. Develop, acquire and manage commercial real estate in a way that fulfills the everyday needs of Hawaii’s residents and promotes the sustainability of our communities. Support our employees in their quest to further their careers, provide for all stakeholders. Embrace innovationtheir families, enjoy their work and give back to transform our organization and make it more effective in an ever-changing business environment that presents new challenges and opportunities.Do everything we doBe guided in all actions by strong moral principles, in keeping with respect for others and an unwavering commitment to preserving and enhancing the caringA&B’s legacy of our founders.honesty and fairness.AdaptabilitySeekValue and respect the unique qualities, perspectives and contributions of each employee and seek to find new and better approaches; be willing to question and abandon past practices when they have become ineffective.understand the priorities of community members.Collaboration
Embrace innovation and seek better approaches.Recognize that the best solutions and implementation come when people shareShare information and ideas and work together.together to find the best solutions.Leverage that collaboration intoMake clear and timely decision-makingdecisions and communicate those decisions to the organization.them widely.We will be most successful if our leadersHold ourselves accountable for delivering results and our employees are held accountable and are recognized for results.
recognizing achievement.Sustainability.ESG. Prioritizing environmental, social and governance ("ESG"(“ESG”) issues aligns with A&B's&B’s mission to improve Hawaii's communitiesbenefit Hawaii and create value for all our stakeholders. We understand our responsibility to the environment and the communities in which we operate and are dedicated to making continued improvementscontinuous improvement.efforts. A numberportfolio to better understand both current and future risks.2019organization help shape our agenda for environmental and social stewardship, both within and outside of A&B.Engagedsavingsenergy reductions in 20192022 of over 690,0001,000,000 KWH. The program in its current state is expected to result in a reduction of more than 9,70010,000 tons of carbon overduring the next ten years and is being expanded to additional properties inten-year program.portfolio.•Engaged infocus on environmentally responsible development like our Lau Hala Shops project – we created an innovative community gathering place with the renovation of Aikahi Park Shopping Center, focusing on sustainable elements including the adaptive reusere-use of an existing structure, LED lighting retrofits, EV charging stations, sustainable materials, water conservation measures and an open, walkable concept.efficient lightingaudits on eight properties in our CRE portfolio, which provided valuable information on areas for potential energy savings. We also invited tenants to participate in free energy audits of their spaces in connection with these audits. air conditioning, efficient water usage systems and solar-powered trash compactors.•Produced 37,800+ MWH from clean energy (hydroelectric and solar) sources – enough to offset a little less than 50% of the energy used by our entire 3.9 million square-foot commercial real estate portfolio and our corporate headquarters.•Involved in the production of approximately 23% of Kauai's energy from renewable sources both directly and through company-related activities. Through our own projects, investments and land leases, A&B played an important part in Kauai's achievement of more than 50% renewable energy generation in 2019.•Saved approximately 200,000 gallons of potable water per day by repurposing a former sugar plantation well for irrigation use at Maui Business Park II.•Recycled over 135,000 tons of asphalt and concrete, preserving natural resources, and reducing the burdenprovides tenants with a portal to discuss sustainability matters. As a result of our tenant sustainability outreach, several tenants implemented significant equipment upgrades to utilize energy or water efficient models.Hawaii's landfills.•Launched a diversity, equity and inclusion initiative, resulting in the formation of(“DEI”) and sustainability, supporting A&B Pride (a LGBTQLGBTQ+ affinity group), a women'swomen’s leadership development group, and a "Green“Green Team."Donated over $1 million225+promote employee learning and development, with live and online training programs, professional development stipends and tuition reimbursement for the pursuit of higher education degrees. We also provided a health and wellness program in which approximately 70% of employees participated.2019; over the last ten years, we have donated over $13 million to 1,500+ organizations.Our leadership team and the Board of Directors are committed to ESG issues. Consideration of ESG issues is integrated into our operations and informs how we pursue opportunities and manage risks. It is a meaningful component of our operating and strategic plans. The Board of Directors receives regular reports and provides oversight on ESG matters. We regularly seek input from our investors on ESG and other topics. In 2019, we conducted an ESG-specific roadshow, meeting or offering to meet with governance teams from investors representing approximately 65% of our stock, including some of our largest passive investors. This outreach is part of our commitment to communicate with our shareholders.&B's&B’s non-employee Directorsdirectors with the assistance of its independent compensation consultant, WTW (formerly Willis Towers Watson ("WTW")Watson). The compensationALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE14CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSlast reviewed in October 2018 andJuly 2021 along with the Company'sannual review of the Company’s share-ownership guidelines. The share-ownership guidelines are reviewed annually. In each case, they were deemed to be well aligned with market competitive practices. practices and remain unchanged in 2022. With regard to director compensation, certain compensation levels were considered to be below market competitive practices and were revised in 2022. This was the first time A&B has made adjustments to non-Chairman pay elements in the last 11 years.20192022 through December 31, 2019.20192022.Name Fees
Earned
or Paid
in Cash
($)Stock
Awards
($)(1)Option
Awards
($)(2)Non-Equity
Incentive
Plan
Compen-
sation
($)Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($)All Other
Compen-
sation
($)Total
($)(a) (b) (c) (d) (e) (f) (g) (h) Diana M. Laing 73,500 100,010 N/A N/A N/A 0 173,510 John T. Leong 66,000 100,010 N/A N/A N/A 500 (3) 166,510 Thomas A. Lewis, Jr. 63,500 100,010 N/A N/A N/A 0 163,510 Douglas M. Pasquale(4) 112,500 100,010 N/A N/A N/A 2,000 (3) 214,510 Michele K. Saito 81,000 100,010 N/A N/A N/A 0 181,010 Eric K. Yeaman(5) 125,000 160,007 N/A N/A N/A 0 285,007 Fees
Earned
or Paid
in Cash
($) Stock
Awards
($)(1) Option
Awards
($)(2) Non-Equity
Incentive
Plan
Compen-
sation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($) All Other
Compen-
sation
($) Total
($) (c) (d) (e) (f) (g) (h) 65,000 90,000 0 0 N/A 0 155,000 74,610 90,000 0 0 N/A 0 164,610 36,065 90,000 0 0 N/A 0 126,065 85,000 (4) 135,000 (4) 0 0 N/A 0 220,000 38,154 90,000 0 0 N/A 0 128,154 63,500 90,000 0 0 N/A 0 153,500 110,000 90,000 0 0 N/A 0 200,000 79,500 90,000 0 0 N/A 0 169,500 20,411 0 0 0 N/A 0 20,411 65,000 90,000 0 0 N/A 0 155,000 restricted stock unitRestricted Stock Unit (“RSU”) awards made in 2019.2022. See discussion of the assumptions underlying the valuation of equity awards included in Note 1316 of the Company'sCompany’s consolidated financial statements, included in the Company's 2019Company’s 2022 Annual Report on Form 10-K. At the end of 2019, Messrs. Doane, Harrison,2022, Ms. Laing, Mr. Leong, Mr. Pasquale and Yeaman and Ms. Saito each held 4,776 restricted stock units, Ms. Laing held 3,750 restricted stock units,4,669 RSUs, Mr. Lewis held 8,719 restricted stock units8,669 RSUs and Mr. KuriyamaYeaman held 10,243 restricted stock units.At the end of 2019, Mr. Kuriyama had 182,268 stock option awards outstanding. other non-management director holds any outstanding stock options and no stock options have been granted to directors by A&B or by A&B Predecessor since 2007.Mr. Hulihee passed awayJuly 2019.RepresentsKuriyamaPasquale for his service as Lead Independent Director.(5)Ms. Wall's term as a director ended on April 26, 2019 at the 2019 Annual Meeting of Shareholders. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE15CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSPay ElementAmountPay Element Amount Annual Board Cash
Retainer$56,000 Chairman of the Board
Annual Cash Retainer$ 85,000100,000Lead Director Annual Cash Retainer (in addition to Board Retainer)$ 25,00081,000Committee Member Cash Retainers (in addition to Board Cash Retainer) $ 9,000$6,000$7,500$7,500 $7,500 Committee Chair Cash
Retainers (in addition to committee member retainer)
Committee Member Cash Retainer)Audit$10,000 Compensation•$14,000$10,000Annual Equity Award $ 90,000100,000Chairman of the Board
Equity Award$ 135,000 160,000Board—Audit—Compensation—Governance—Governance – 4 meetingsAlexander & Baldwin, Inc. 2012 Incentive Compensation2022 Plan, ("2012 Plan"), an automatic annual grant of restricted stock units ("RSUs")RSUs is made to each director at each Annual Meeting of Shareholders. A prorated grant is made upon appointment as a director at any time between Annual Meetings. Awards made prior to April 2018 vest in equal increments of one-third each over three years. Starting with the April 2018 annual grant, awards vest in their entirety on the earlier of their one-year grant date anniversary.anniversary or immediately prior to the first regular annual meeting of stockholders that occurs in the year following the year of the award date. Accelerated vesting occurs upon cessation of service by reason of death, disability or retirement during the vesting period. Directors who are management employees of A&B or its subsidiaries do not receive compensation for serving as directors.Coverage.Coverage. Non-management directors have coverage of $200,000$250,000 for themselves and $50,000 for their accompanying spouses while traveling on A&B business.&B's&B’s matching gifts program for employees, in which A&B matches contributions to qualified cultural andany non-profit organization serving Hawaii communities or any educational organizationsinstitution in the United States up to an aggregate maximum of $3,000$2,000 annually.Directors.Directors. Shareholders and other interested parties may contact any of the directors by mailing correspondence "c/“c/o A&B Law Department"Department” to A&B's&B’s headquarters at 822 Bishop Street, Honolulu, Hawaii 96813. The Law Department will forward such correspondence to the appropriate director(s). However, the Law Department reserves the right not to forward any offensive or otherwise inappropriate materials.&B's&B’s directors are encouraged to attend the Annual Meeting of Shareholders. All the current A&B directors attended the 20192022 Annual Meeting. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE1620, 202016, 2023 to have owned beneficially more than five percent of A&B's&B’s common stock outstanding, the number of shares they beneficially own, and the percentage of outstanding shares such ownership represents, based upon the most recent reports filed with the SEC. Except as indicated in the footnotes, such shareholders have sole voting and dispositive power over shares they beneficially own.Name and Address of
Beneficial OwnerAmount of
Beneficial OwnershipPercent of
ClassThe Vanguard Group 10,135,990 (a) 14.0% 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. 8,196,082 (b) 11.3% 40 East 52nd Street New York, NY 10022 Wellington Management Group LLP 4,211,547 (c) 5.8% 280 Congress Street Boston, Massachusetts 02210 T. Rowe Price Associates, Inc. 3,657,255 (d) 5.1% 100 E. Pratt Street Baltimore, MD 21202 Name and Address of
Beneficial OwnerAmount of
Beneficial OwnershipPercent of
ClassBlackRock, Inc.
55 East 52nd Street
New York, NY 1005513,983,358 (a) 19.3% The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 1935511,896,545 (b) 16.4% State Street Corporation One Lincoln Street Boston, MA 02111 4,207,231 (c) 5.8% 91 to Schedule 13G dated January 26, 2023 (the “BlackRock 13G”) filed with the SEC. According to the BlackRock 13G, as of December 31, 2022, BlackRock, Inc. has no shared voting or shared dispositive power over any shares, and has sole voting power over 13,739,450 shares and sole dispositive power over 13,983,358 shares.10, 20209, 2023 (the "Vanguard 13G"“Vanguard 13G”) filed with the SEC. According to the Vanguard 13G, as of December 31, 2019,2022, The Vanguard Group has no sole voting power over 66,628any shares and sole dispositive power over 10,061,81011,710,147 shares, has shared voting power over 17,059114,498 shares, and has shared dispositive power over 74,180186,398 shares.(b)Amendment No. 10 to Schedule 13G dated February 3, 2020December 31, 2022 (the "BlackRock 13G"“State Street 13G”) filed with the SEC. According to the BlackRockState Street 13G, as of December 31, 2019, BlackRock, Inc.2022, State Street Corporation has sole voting power over 8,020,893 shares and sole dispositive power over 8,196,082 shares and does not have shared voting or shared dispositive power over any shares.(c)As reported in Amendment No. 1 to Schedule 13G dated February 14, 2020 (the "Wellington 13G") filed with the SEC. According to the Wellington 13G, as of December 31, 2019, Wellington Management Group LLP has shared voting power over 3,688,603 shares and shared dispositive power over 4,211,547 shares and does not haveno sole voting or sole dispositive power over any shares.(d)As reported in Amendment No. 4 to Schedule 13G dated February 14, 2020 (the "T. Rowe 13G") filed with the SEC. According to the T. Rowe 13G, as of December 31, 2019, T. Rowe Price Associatesshares, and has soleshared voting power over 672,9613,279,801 shares and sole dispositive power over 3,657,255 shares and does not have shared voting or shared dispositive power over any4,207,231 shares. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE17 CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS20, 202016, 2023 by each director and nominee, by each executive officer named in the "Summary“Summary Compensation Table"Table” below, and by directors and executive officers as a group and, if at least one-tenth of one percent, the percentage of outstanding shares such ownership represents. Except as indicated in the footnotes, directors, nominees and executive officers have sole voting and dispositive power over shares they beneficially own. Number of Shares
Owned (a)(b) Stock Options (c) Total Percent of Class Name or Number in Group Number of
Shares
Beneficially
Owned (a)(b)(c)(d)Percent of Class 36,611 0 36,611 — 26,222 0 26,222 — 262,963 182,268 445,231 0.6 0 0 0 — Diana M. Laing 15,863 — John T. Leong John T. Leong 9,550 — 1,936 0 1,936 — Thomas A. Lewis, Jr. 18,768 — 64,199 0 64,199 0.1 Douglas M. Pasquale 91,088 0.1 24,598 0 24,598 — Michele K. Saito 41,487 0.1 24,598 0 24,598 — Eric K. Yeaman 46,262 0.1 197,134 50,677 247,811 0.3 Christopher J. Benjamin 330,429 0.5 Clayton K. Y. Chun Clayton K. Y. Chun 19,060 — Lance K. Parker Lance K. Parker 60,475 0.1 Meredith J. Ching Meredith J. Ching 131,931 0.2 Jerrod M. Schreck Jerrod M. Schreck 12,879 — 0 0 0 — Brett A. Brown 45,690 — 17,589 1,740 19,329 — 129,842 54,680 184,522 0.3 109,000 41,005 150,005 0.2 900,150 330,370 1,230,520 1.7 14 Directors and Executive Officers as a Group 830,215 1.2 Pasquale—64,199Pasquale – 91,088 shares, Ms. Ching—Ching – 3,976 shares, and directors, nominees and executive officers as a group—68,175group – 95,064 shares and (ii) sole voting power only: Ms. Ching—640Ching – 709 shares, Mr. Parker – 541 shares, and directors and executive officers as a group—640group – 1,250 shares.Amounts reflect shares deemed to be beneficiallybecause they may be acquired prior to April 14, 2020 through the exercise of stock options. by Mr. Brown are held in a brokerage margin account.423,767 restricted stock units465,670 RSUs or performance share unitsPerformance Share Units (“PSUs”) that have been granted to the directors and executive officers as a group that may not be acquired prior to April 20, 2020.16, 2023. No director or executive officer holds any outstanding stock options and no stock options have been granted by A&B or by A&B Predecessor since 2012.director'sdirector’s or executive'sexecutive’s independence, including with respect to an immediate family member of a director or executive or an entity in which a director or executive is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The Audit Committee will approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders. If a related person transaction involves a member of the Audit Committee, that member recuses himself or herself from the process of review and approval. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE18CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERSA&B's business strategy is Hawaii-focused and, accordingly, a numberour directors are Hawaii-based executives who provide extensive local knowledge and insight. Hawaii's business community is relatively small and isolated. Given A&B's position as a major landowner in the state, the largest owner of grocery-anchored retail assets, the largest materials and construction company in the state, and as one of the state's premier real estate developers, it isfiscal year 2022 that were required to be expected that relationships will exist between the Company and key business leaders and their companies, as disclosed below. The transactions described were made in the ordinary course of business and on substantially the same terms as those made with persons not related to reported under SEC rules.&B.LEXANDER & BALDWIN, INC. ▪ 2023 PROXY STATEMENTRelated Person Relationships with First Hawaiian Bank: Robert S. Harrison and Eric K. Yeaman, directors of A&B, are Chairman and Chief Executive Officer, and former President and Chief Operating Officer, respectively, of FHB. Mr. Yeaman resigned from FHB in August 2019.•FHB is the largest bank in Hawaii and is the top-ranked Hawaii bank in commercial and industrial lending and in construction and land development loans.•FHB has been a lending partner to the Company and its predecessor for many years prior to Messrs. Harrison and Yeaman joining the Board.•Mr. Yeaman was a member of the Board for three years prior to joining FHB in 2015. Upon joining FHB, he reported his change in employment to the Board; the Board reviewed the change, including consideration of relationships with FHB and Mr. Yeaman's skill set and contributions to the Board, and approved his continued service on the Board.•The Audit Committee reviews all FHB related person transactions.•All transactions were made in the ordinary course of business, on commercially reasonable, prevailing terms and rates.FHB has the following arrangements with A&B for general corporate purposes:(i)A 15.6 percent participation in A&B's $450 million revolving credit and term loan agreement (the "Revolver"), of which, in 2019, the largest aggregate amount of principal outstanding was $146,200,000; $281,100,000 and $4,612,000 were paid in principal and interest, respectively, to Revolver lenders that include FHB; and $93,000,000 was outstanding on February 18, 2020, with interest payable on a sliding scale at rates between 1.25 percent to 2.05 percent (based on A&B's Total Debt to Total Adjusted Asset Value Ratio, as defined in the loan agreement) plus LIBOR.(ii)A $5,000,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019, the largest aggregate amount of principal outstanding was $3,812,624; $160,000 was paid in principal with an interest rate hedge fixed to 3.835 percent of which net interest paid was $177,000; and $3,653,000 was outstanding on February 18, 2020, and of which a subsidiary of A&B is a guarantor in the amount of the lesser of $3.15 million or the outstanding indebtedness.(iii)A $11,700,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019, the largest aggregate amount of principal outstanding was $11,700,000; $11,700,000 and $428,000 were paid in principal and interest, respectively; and no amount was outstanding on February 18, 2020, with interest payable at a rate of LIBOR plus 3.0 percent.(iv)A $60,000,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019, the largest aggregate amount of principal outstanding was $60,000,000; $527,000 was paid in principal with an interest rate hedge fixed to 3.135 percent of which net interest paid was $323,000; and $59,210,000 was outstanding on February 18, 2020.(v)A $25,000,000 line of credit provided to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019, had no amounts outstanding and no payments of principal or interest; there was no balance outstanding on February 18, 2020. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE19CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS(vi)A $8,500,000 share of A&B's $50 million syndicated term loan facility, of which, in 2019, the largest aggregate amount of principal outstanding was $50,000,000; $0 and $1,980,000 were paid in principal and interest, respectively, to syndicate members that include FHB; and $50,000,000 was outstanding on February 18, 2020, with interest payable at LIBOR plus a margin that is determined using a leverage based pricing grid.(vii)Lease agreements whereby FHB is a commercial tenant in two properties owned by A&B subsidiaries, under leases with terms that expire between 2020 and 2063, with aggregate gross rents in 2019 of $566,357 and aggregate net rent from and after January 1, 2020 to the expiration date of the leases of $8,943,105.In addition, after the acquisition of Grace Pacific Corporation ("Grace Pacific") on October 1, 2013, FHB has the following loans or lines of credit with the Company or its subsidiaries/affiliates specifically related to Grace Pacific:(i)A line of credit totaling $2,000,000 with a limited liability company in which a subsidiary of A&B is a 50 percent member expired in December 2018 and was renewed in January 2019, with interest payable at rates between 1.82 percent to 2.25 percent plus LIBOR; In 2019, there was no principal balance outstanding; and no amount was outstanding on February 18, 2020.(ii)An $18,000,000 loan, of which, in 2019, the largest aggregate amount of principal outstanding was $2,302,666; $2,302,666 and $67,553 were paid in principal and interest, with interest payable at a rate of 5.19 percent. No amount was outstanding on February 18, 2020.Related Person Relationships with Foodland: Jenai S. Wall, a former director of A&B, is Chairman and Chief Executive Officer of Foodland. Foodland or its sister companies are commercial tenants in ten properties owned by A&B subsidiaries, under leases with terms that expire between 2020 and 2035, with aggregate gross rents in 2019 of $5,065,704 and aggregate net rent from and after January 1, 2020 to the expiration date of the leases of $13,949,226. These leases were entered into in the ordinary course of business, on commercially reasonable, prevailing terms and rates.Letter Agreement with Diana M. Laing: The Company entered into an agreement with Diana M. Laing to serve as Interim Executive Vice President and Interim Chief Executive Officer, as described on page 29. Ms. Laing served as an interim corporate officer through May 7, 2019. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE20&B's&B’s compensation practices for 20192022 for the six executive officers named in the Summary Compensation Table on page 3334 (collectively, the "Named“Named Executive Officers"Officers” or "NEOs"“NEOs”). From November 15, 2018 through May 7, 2019, Diana M. Laing served as interimClayton K. Y. Chun was appointed Chief Financial Officer, upon terms of a Letter Agreement with A&Beffective December 1, 2022. Lance K. Parker was appointed President, effective January 1, 2023, in addition to his role as described on page 29.Chief Operating Officer. He also has been appointed Chief Executive Officer, effective July 1, 2023. The compensation for the following NEOs is addressed in the CD&A:President and Chief Executive OfficerBrett A. Brown, Executive Vice President and Chief Financial Officer (joined A&B on May 8, 2019)•LanceParker, Executive Vice President and Chief Real Estate Officer•Nelson N. S.Y. Chun, Executive Vice President, Chief Financial Officer and TreasurerLegalOperating OfficerDianaLaing,Schreck, Executive Vice President of A&B; President of Grace Pacific, A&B’s materials and construction subsidiary Interim Executive Vice President and Interim Chief Financial Officer ("Interim CFO")2019,addition, we significantly advanced simplification efforts, selling approximately 20,200 acres of non-core landholdings and actively marketing Grace Pacific, our materials and construction subsidiary. In addition to positioning itself for sale, Grace Pacific saw steady improvement in its construction backlog and overall performance.2019,2022, we met or offered to meet on environmental, social and governance-focused matters, executive compensation and company operations with shareholders owning approximately 75%74% of our stock. The feedback we received regarding our compensation practices was very positive. The Compensation Committee welcomes shareholder perspectives on our executive pay program and is informed regardingutilizes our annual outreach process to collect feedback gathered in discussions withdirectly from our shareholders.Company'sCompany’s executive compensation practices and modifies or adopts programs or practices to provide an appropriate balance of risk and reward. A&B firmly believes in pay for performance and alignment with shareholder interests. Thus, a majority of NEO compensation is tied to performance to ensure alignment with shareholders. 78%77% of CEO and 63%64% of other NEO target total direct compensation ("TDC"(“TDC”) (excluding the Interim CFO)one-time simplification incentive) is performance-based pay aligned with shareholder interests. A&B adheres to good governance practices, as listed below, to ensure that it adopts best practices to the extent that they are best aligned to the business goals and strategy of the Company as well as shareholder interests. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT
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•Direct components of pay are generally targeted at the 50thpercentile of market pay data•TDC consisting heavily of performance-based compensation•Multiple relevant performance metrics to determine incentive payments•Multi-year performance periods on performance-based equity awards•Multi-year vesting periods on equity awards•Robust stock ownership guidelines for senior executives•Review of realizable pay of NEOs•Reasonable internal pay ratios•Reasonable severance or change-in control provisions•Double trigger change-in-control severance that requires both a change-in-control and termination of employment without cause before any payments are made•"Clawback" policies established for executives•NEO participation in the same health and welfare benefit plans as other salaried employees•Conduct shareholder outreach to solicit input and gain investor perspectives on our compensation programs•Anti-hedging policies established•No repricing or replacing of underwater stock options without prior shareholder approval•Pay risk assessments
Performance Accomplishments in 2019
2019 results reflected both the continued success of our core business and our ongoing strategic transformation. Our commercial real estate portfolio continued to generate strong results, buoyed in part by our ability to redeploy proceeds from the 2018 sale of approximately 41,000 acres of non-income-producing agricultural land on Maui into six commercial real estate asset acquisitions of improved properties and ground leases (one acquired in late 2018 and five acquired in 2019). We made further progress in executing on our broader strategic agenda and simplification efforts, including continuing the monetization of our development-for-sale pipeline and our other landholdings. Efforts to improve Materials and Construction operating performance also continue, but progress trailed expectations and resulted in an operating loss of $(69.2) million and M&C Adjusted EBITDA(1) of $(6.1) million for the segment during 2019. Organizational streamlining, professional and corporate culture development, process improvements, strategic planning efforts, and meaningful cost reductions also were implemented throughout the Company in 2019.
Commercial Real Estate ("CRE") Segment
In 2019, the Company continued to concentrate on its Hawaii-focused commercial real estate strategy to increase its recurring earnings and cash flows. Notable highlights for 2019 are as follows:
•CRE operating profit increased $7.7 million, or 13.2%, to $66.2 million in 2019, as compared to $58.5 million in 2018.•CRE Cash NOI increased $18.0 million, or 20.9%, to $104.2 million in 2019, as compared to $86.2 million in 2018.•CRE Same-Store Cash NOI increased $3.9 million, or 5.2%, to $78.5 million in 2019, as compared to $74.6 million in 2018.•Occupancy increased to 93.9% as of December 31, 2019, as compared to 92.4% as of December 31, 2018. Same-Store occupancy increased to 94.1% as of December 31, 2019, as compared to 92.2% as of December 31, 2018.
(1)Refer to pages 42 to 44 for reconciliations of GAAP to non-GAAP measures.
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•During 2019, 214 leases were executed, covering 565,000 square-feet of gross leasable area, with 7.9% comparable leasing spreads.•Closed on the off-market acquisitions of five high-quality and well-located commercial real estate assets (improved properties and ground leases) in Hawai'i using §1031 proceeds from the agricultural land sale as follows:•a ground lease of a nine-acre parcel under the Home Depot warehouse in central Honolulu for $42.4 million.•Kapolei Enterprise Center, a newly constructed 93,000-square-foot Class-A warehouse building in west Oahu for $26.8 million.•a ground lease of a 36.4-acre parcel under Kapolei Business Park West Lot 31, commonly known as the Honolulu Authority for Rapid Transportation precast yard, for $41.1 million.•Waipouli Town Center, a 56,500-square-foot grocery-anchored shopping center in Kapaa, Kauai for $17.8 million.•Queens' MarketPlace, a 135,000-square-foot grocery-anchored shopping center located in the Waikoloa Beach Resort area on the island of Hawaii for $90.3 million.
•Commenced operations of Phase I of Ho'okele Shopping Center, adjacent to Maui Business Park in Kahului, Maui, with the grand opening of the Safeway grocery store in July 2019, followed by additional openings of the Safeway gas station and a 2,400 square foot convenience store in October 2019.
In line with its simplification strategy, the Land Operations segment seeks to strategically monetize the Company's legacy, non-commercial real estate landholdings and assets. Highlights and significant accomplishments in 2019 are as follows:
•Closed on the bulk land sale of Wailea lands comprising 42 acres on Maui.•Closed out of Increment 1 of the Kamalani project; 44 units closed.•Closed out of the Kahala project; 5 lots closed.•Closed 9 acres at Maui Business Park.•Closed 30 units at the Kukui'ula joint venture project.
Grace Pacific results were significantly impacted by competitive pressures that lowered margins.
•Materials & Construction operating loss was $(69.2) million for 2019, as compared to a $(73.2) million loss in 2018. Included in the operating loss was a $49.7 million non-cash impairment charge to write down the carrying value of the goodwill balance related to Grace Pacific.
•The Company reduced total debt by $73.5 million from $778.1 million as of December 31, 2018, to $704.6 million as of December 31, 2019.
Compensation Overview
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results. To achieve this, the Company uses the following pay elements, which are described more fully under the "Pay Elements"
| Element of Pay | Composition | Rationale | ||||||||||||||||||
| Base Salary | Cash |
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| Annual Cash Incentives | Cash | PIIP metrics for all NEOs* (except Mr. Schreck): •60% A&B Performance Grid Metrics •10% Grace Pacific Performance Grid Metrics •30% Individual Goals PIIP metrics for Mr. Schreck: •10% A&B Performance Grid Metrics •60% Grace Pacific Performance Grid Metrics •30% Individual Goals AIP metrics for Mr. Chun**: •70% A&B Performance Grid Metrics •30% Individual Goals |
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| One-time Simplification Incentive | Cash | For all NEOs (except Mr. Schreck and Mr. Chun): 75%-100% of Participant’s Annual Cash Incentives Target For Messrs. Schreck and Chun: Awards based on a percentage of transaction value and expected level of involvement in each transaction | •Rewards the execution of the Company’s simplification strategy with respect to monetization of specific asset groups over a one-to-two-year period | |||||||||||||||||
| Long-Term Incentives | Equity | For all NEOs* (except Mr. Chun): •50% | PSUs ◦Relative 3-year TSR (FTSE •50% RSUs ◦3-year vesting period For Mr. Chun: •30% PSUs ◦Relative 3-year TSR (FTSE Nareit All-Equity Index & Selected Peer Group) •70% RSUs ◦3-year vesting period |
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| Health and Welfare Benefits | — |
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| Retirement Benefits |
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| Severance Benefits | — |
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2022 to Company performance and shareholder value Generally, the Board of Directors determines the NEO Mr. Benjamin Mr. Brown* Mr. Parker Mr. Chun Ms. Ching Ms. Laing** Annual Cash Incentives: For AIP Performance Goal a The effectiveness efforts. NEO Mr. Benjamin Mr. Brown* Mr. Parker Mr. Chun Ms. Ching Ms. Laing** Equity Grant Information Target Total Direct Compensation for NEO Mr. Benjamin Mr. Brown* Mr. Parker Mr. Chun Ms. Ching Ms. Laing** and 2022 equity award he received as Chief Accounting Officer the A&B Individual Deferred Compensation and 2022. Severance Plan and Change in Control Agreements: Effective January 1, 2022, NEOs receive the same life insurance coverage maximum of two times base salary as is provided in general to all salaried non-bargaining unit employees, with maximum amounts of $1,000,000 for NEOs and $400,000 for other employees. Effective January 1, 2022, NEOs also receive disability insurance through a group disability program available to all salaried non-bargaining unit employees, plus up to an additional $17,500 a month under an individual disability insurance program based on total base salary and annual incentive target. Committee. Equity Granting Policy new SEC and NYSE requirements when they are issued and in effect.Company'sCompany’s overall performance in 20192022 was reflected in elements of compensation earned by NEOs (excluding the Interim CFO) for 2019.2022. For the pay elements listed above, A&B targets pay at around the 50th percentile.Company'sCompany’s combination of pay elements is designed to place greater emphasis on performance-based compensation, while at the same time focusing on long-term talent retention and ensuring an appropriate balance between pay and risk. The Committee believes this is consistent with one of its key compensation objectives, which is to align management and shareholder interests. For 2019,2022, the Target Total Direct Compensation ("TDC")TDC mix was generally within the same range as competitive practices based on survey data for each element of pay, as shown by the following table. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE24EXECUTIVE COMPENSATION
Percentage of Target Total Direct Compensation
Compensation*
Provided by Each Core Pay Element for 2019
executive'sexecutive’s salary rangeNEO's The Compensation CommitteeA&B considers internal pay equity as a factor in establishing compensation for executives. To this end, after reviewing the competitivenessOne of the CEO's and other NEO's annual compensation,metrics considered is the Committee also considers the ratio of the CEO'sCEO’s annual compensation relative to the average annual compensation for the other NEOs, as compared with such a ratio based on 50th percentile benchmark data. For 2019,2022, the Company's CEO-to-NEOsCompany’s CEO-to-CEO'sCEO’s annual compensation is reasonable in relation to these benchmarks.Salary:executive'sexecutive’s responsibilities. The Company believes that salary is less impactful than performance-based compensation in achieving the overall objectives of the Company'sCompany’s executive compensation program. Accordingly, at target, less than half (between 22%salary comprises between 23% to 45%, excluding the Interim CFO)49% of a NEO'sNEO’s target total direct compensation is paid as salary. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE25EXECUTIVE COMPENSATIONCEO'sCEO’s annual salary change on the basis of the factors listed previously in thecorporate culture,and business management, and talent management. Each Board member has an opportunity to provide specific input on the CEO'sCEO’s performance across key categories. The results of this process are carefully considered by the Board and the Compensation Committee in determining the CEO'sCEO’s annual salary and incentive award. AnyNEO Base Salary
as of 12/31/21% Change Base Salary
as of 12/31/22Mr. Benjamin $710,700 4.0 % $739,000 Mr. Chun* $275,600 45.1 % $400,000 Mr. Parker $440,000 2.3 % $450,000 Ms. Ching $320,000 3.0 % $329,600 Mr. Schreck $319,300 3.4 % $330,000 Mr. Brown** $420,000 N/A N/A increases for NEOs in 2019 reflected increases based on performance and the factors listed in theAssessmentas of Total Compensation section above.Salary Information for 2018 – 2019Base Salary
as of 12/31/18% Change Base Salary
as of 12/31/19 $ 670,000 3% $ 690,000 N/A N/A $ 400,000 $ 386,250 3% $ 397,838 $ 352,238 3% $ 362,805 $ 297,022 3% $ 305,933 $ 50,000/mo. N/A N/A *Mr. Brown joined A&B on May 8, 2019.**Ms. Laing served as Interim CFO from 11/15/18 through 5/7/19.2019,2022, annual incentives for NEOs were provided through the Alexander & Baldwin, Inc. Performance Improvement Incentive Plan ("PIIP"(“PIIP”) and Alexander & Baldwin, Inc. Annual Incentive Plan (“AIP”) to motivate and reward executives for achievement of pre-established financial, value creationcorporate performance metrics and individual goals, as applicable. The Company believes that the annual incentive structure drives the following objectives:•Motivatingrewarding value creation over both the short and long termCategories.Categoriesa pool is fundedawards for all plan participants (except for the CEO),are determined based on the attainment level of goals for that year, as determined by the Compensation Committee. FinancialPerformance grid metrics and individual goals were established in February 2019.Financial Goals75%) – Rewardsreward the accomplishmentsachievement of financial prioritiesmetrics related to A&B and to ensure that executives are held accountable for the financial health and discipline of the Company. The targets are based on the Company'sCompany’s Board-approved operating plan and adjusted in certain instances to exclude the effect of certain items. When establishing the operating plan, management and the Board of Directors consider the historical performance of the Company, external elements such as economicCompany'sCompany’s strategic plan. The maximum and threshold performance ranges were determined on the basis of the level of difficulty in achieving the objective and are intended to ensure an enduring standard of performance. Payouts can range between300%reward the achievement of target, althoughfinancial and safety metrics related to Grace Pacific. The targets are based on the overall bonus pool can range only between 0%Company’s Board-approved operating plan and adjusted in certain instances to 200%.Value Creation and Organizational Realignment25% to 30%) for the CEO and the other NEOs) – Rewards the contributions and accomplishments of strategicindividual goals and priorities and milestones that are not immediately reflected in financial results but create value for shareholders. Examples include identifying and pursuing redevelopment and build-for-hold projects, converting non-income generating assets into commercial properties with a stable or growing income stream, and organizational realignment to streamline the organization and increase departmental efficiencies. With input from the CEO, the Compensation Committee reviews and approves the Value Creation and Organizational Realignment ratings. Payouts can range between 0% to 300% of target, although the overall bonus pool can range only between 0% to 200%. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE26EXECUTIVE COMPENSATION•Individual Modifier – Recognizes individual contributions to Company performance and the executive'sexecutive’s success in fulfilling their duties and responsibilities. Each NEO's award can be modified between 0% to 150% based on individual performance, so long as the aggregate incentive pool established for executives is not exceeded.pool fundinglevels in 20192022 was based on the Company'sCompany’s operating performance as compared to Financial GoalsPerformance Grid Metrics set at the beginning of the year and Value Creation and Organizational RealignmentIndividual Goal ratings, recommended by the CEO, based on input from senior management and on business actions and outcomes in support of the Company'sCompany’s strategic direction. Recommendations were reviewed and approved by the Compensation Committee. The levelslevel of achievement for each goalPerformance Grid Metric and Individual Goal is rated on a scale from 0 to 3, as follows: 0 for below threshold performance, 1.0 for threshold performance, 2.0 for target performance and to 3.0 for maximum performance.incentive pool is funded by aggregating the target incentives for each PIIP participant, excluding the CEO, and multiplying that sum by the performance ratings for the applicable measures at below threshold, threshold, target or maximum levels, with proration between these levels, as determined by the Compensation Committee. The CEO's award is determined separately by the Compensation Committee and does not positively or negatively affect the aggregate incentive pool.Goal ($ in millions) Threshold Target Maximum Actual 0-3 Rating CRE Same-Store NOI Growth(2) 1.0 % 3.1 % 4.1 % 5.2 % 3.0 CRE Non-Same-Store NOI(2) $ 23.5 $ 24.8 $ 26.0 $ 25.7 2.8 Real Estate Adjusted Operating Cash Flow $ 72.0 $ 84.7 $ 97.4 $ 137.1 3.0 Consolidated Adjusted Operating Cash Flow(2) $ 62.6 $ 73.6 $ 84.6 $ 135.6 3.0 Consolidated Adjusted Pre-tax Income(2) $ 17.1 $ 22.8 $ 28.5 $ 10.9 0.0 Value Creation – Real Estate 1.0 2.0 3.0 1.5 1.5 Value Creation – Consolidated 1.0 2.0 3.0 1.5 1.5 Organizational Realignment – Real Estate 1.0 2.0 3.0 2.0 2.0 Organizational Realignment – Consolidated 1.0 2.0 3.0 2.0 2.0 The incentive compensation for Mr. Brown, Mr. Chun and Ms. Ching was based on a weighted mix of (a) the level of achievement of the financial and operating goals set forthfactors included in the table above and (b) the scores awarded for Value Creation and Organizational Realignment accomplishments achieved by each of the operating segments and the Company on a consolidated basis. The incentive compensation for Mr. Parker was based on CRE Same-Store NOI Growth, CRE Non-Same-Store NOI and Real Estate Adjusted Operating Cash Flow, and Value Creation and Organizational Realignment ratings for real estate operations.•For 2019, funding of the PIIP awards for Mr. Brown, Ms. Ching and Mr. Chun was derived from the following performance measures: CRE Same-Store NOI Growth, CRE Non-Same-Store NOI, Consolidated Adjusted Operating Cash Flow and Consolidated Adjusted Pre-tax Income (collectively weighted 70%) and Consolidated Value Creation and Organizational Realignment ratings (collectively weighted 30%). These factorsPerformance Grid Metrics were selected because the Company believes they best reflect the results of business execution and profitability levelsachievement of financial metrics of the respective operations and Value Creation reflectsalign with performance measures used more traditionally by our REIT peers. In addition, individual goals reward the individual contributions and accomplishments of the Company that create long-term value for shareholders that are not necessarily reflected in annual financial results.•Mr. Parker's PIIP Individual award funding was derived fromlevels are determined by multiplying each NEO’s incentive target by the followingweighting of each element (A&B grid, Grace grid and individual goals) and by performance measures: CRE Same-Store NOI Growth, CRE Non-Same-Store NOI and Real Estate Adjusted Operating Cash Flow (collectively weighted 75%) and Value Creation and Organizational Realignment ratings for the real estate operations only (collectively weighted 25%applicable measures at below threshold (0%).Based on 2019 performance shown above,, threshold (50%), target (100%) or maximum (150% for AIP and 200% for PIIP) levels, with proration between these levels, as determined by the actual pool fundingCompensation Committee. The CEO recommends individual goal ratings for the financial goals was 87.6%non-CEO NEOs while the CEO’s individual goal rating is determined separately by the Compensation Committee.A&B Performance Metrics ($ in millions) Threshold Target Maximum Actual 0-3 Rating Weighting CRE Same-Store NOI Growth(1) -0.5% 1.0% 4.0% 6.0 % 3 40% Core FFO per Diluted Share(1) $ 0.94 $ 0.98 $ 1.04 $ 1.13 3 30% Average Net Debt to Core EBITDA(1) 6.7x 6.3x 5.7x 5.3x 3 30% Grace Pacific Performance Metrics ($ in millions) Threshold Target Maximum Actual 0-3 Rating Weighting Grace Pacific Adjusted EBITDA(1) $ 6.9 $ 13.8 $ 19.0 $ 7.1 1 60% Consolidated Backlog (EOY)(2) $ 150.0 $ 180.0 $ 200.0 $ 209.0 3 20% Net Cash Flow to/(from) A&B(3) $ 3.4 $ 6.8 $ 10.3 $ -20.4 0 10% Safety (RIR) (4) 3.5 3.1 2.7 3.2 2 10% target for Mr. Brown, Mr. Chun and Ms. Ching, while pool funding for the Value Creation and Organizational Realignment goals was 25% of target,Non-GAAP Financial Measures section in this Proxy Statement for a total payoutdiscussion of 112.6%the use of target. Mr. Parker's pool funding was comprised of 145.2% of target for the real estatenon-GAAP financial goals and 21.2% of target for the real estate Value Creation and Organizational Realignment goals, for a total of 166.4% of target. The CEO recommended,measures and the Committee approved, no modification of these NEO awards for 2019.Ms. Laing was not eligible to participate in the PIIP for 2019.(2)Refer to pages 42 to 44 forrequired reconciliations of GAAP to non-GAAP measures. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTTable(2)Backlog represents the total amount of ContentsPAGE27EXECUTIVE COMPENSATIONPayout Determination(3)Net Cash Flow to/from A&B represents the net amount of cash advances and/or repayments between Grace Pacific and A&B for the CEO. Each plan year,period January 1, 2022 through December 31, 2022.CEO's annual incentive is determinednumber of employees per 100 full-time employees that have been involved in an OSHA-recordable injury or illness.Committee separately from other plan participants. The awardCommittee). Performance against individual goals is calculated using a 70% weighting for the same Financial Goals applicable to Mr. Brown, Mr. Chun and Ms. Ching, and a 30% weighting for the Committee's subjective assessment of progress in achieving other Non-Financial Goals. The Value Creation and Organizational Realignment Goals do not apply to the CEO, as the CEO is involved in the determination of the results. Instead, the Compensation Committee and the Board of Directors evaluate the CEO's non-financial performance based on a number of criteria, including leadership and execution of strategy. Based on that evaluation, the Compensation Committee rates the CEO's non-financial performancerated on a scale from 0 to 3, as follows: 0 for below threshold performance, 1.0 for threshold performance, 2.0 for target performance and to 3.0 for maximum performance.NEO Individual Goals Mr. Benjamin Mr. Chun Mr. Parker Ms. Ching Mr. Schreck Mr. Brown CEO's non-financialCEO’s individual performance at 1.5, halfway between threshold and target.2.0. The Committee considered the positive momentum achieved inleadership provided by the commercial real estate business, theCEO including advancement of strategic corporate priorities, continued progress made in monetization of non-core assets, and the favorable steps taken to advance the Company'sadvancement of simplification and organizational transformation, but determined that the challenges experienced in the Materials and Construction segment and their impacts on the broader corporate simplification effort and balance sheet warranted a below-target award.CEO's 2019CEO’s 2022 PIIP award, after calculation of the Financial GoalsA&B and the Non-FinancialGrace Pacific Performance Grid Metrics and Individual Goals, the Compensation Committee awarded the CEO a total incentive award of $835,000,$1,284,155, which was 110%158% of target.Target PIIP and AIP Award Actual as a % of Actual PIIP and AIP Award NEO % of Base Salary $ Target % of Base Salary $ Mr. Benjamin 110 % $812,900 158% 174% $1,284,155 Mr. Chun* - AIP (11 months) 55 % $144,506 139% 76% $200,502 - PIIP (one month) 70 % $23,333 165% 116% $38,610 Mr. Parker 100 % $450,000 158% 158% $710,872 Ms. Ching 55 % $181,280 180% 99% $325,799 Mr. Schreck 55 % $181,500 109% 60% $197,980 Mr. Brown** (11 months) 80 % $317,240 100% 80% $317,240 Target PIIP Award Actual as a % of Actual PIIP Award % of Base Salary $ Target % of Base Salary $ 110% $ 759,000 110.0% 121.0% $ 835,000 70% $ 186,667 112.6% 78.8% $ 210,248 70% $ 278,487 166.4% 116.5% $ 463,411 55% $ 199,543 112.6% 61.9% $ 224,639 55% $ 168,253 112.6% 61.9% $ 189,245 N/A N/A N/A N/A N/A
The table below describes the award level, as a percentage of the NEO’s 2021 PIIP target, the maximum 2022 award payout and the actual 2022 award amount:*All dollar amounts•MSIP participation was limited to non-PIIP participants, including non-NEOs as of the MSIP plan effective date of February 22, 2021, who were involved in progress made in executing the Company’s simplification strategy within a two-year period. The two-year timeframe reflected the importance of the simplification process to the Company’s strategy and was a key performance factor. Awards were calculated as a percentage of a transaction value in connection with the monetization of a designated asset group. Award levels for each participant were also based on the participant’s expected level of involvement in transactions related to each respective asset group, as determined by the CEO. The 2022 award payout was $20,550 (out of a potential award of $46,050) for Mr. Brown are proratedChun and $25,688 (out of a potential award of $169,125) for eightMr. Schreck.Award Potential as % of PIIP Target 2022 Award Potential
in Dollars2022 Award Individual Kukui’ula Sale* M&C Sale Ag/Energy Assets Total Chris Benjamin 30 % 40 % 30 % 100 % $ 426,773 $ 182,903 Lance Parker 50 % 20 % 30 % 100 % $ 168,750 $ 101,250 Meredith Ching 25 % 25 % 25 % 75 % $ 67,980 $ 33,990 Brett Brown 30 % 40 % 30 % 100 % $ 181,692 $ 77,868 service, as he was hired in May 2019.**Ms. Laing, as Interim CFO, was$330,000 and an amount equal to a pro-rated share of the award opportunity at target under PIIP if Mr. Schreck is not eligible for PIIP.Equity Compensation: ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE28EXECUTIVE COMPENSATIONTarget 2022 LTI Vehicle Mix NEO LTI Value PSUs RSUs Mr. Benjamin $ 1,700,000 50 % 50 % Mr. Chun $ 200,000 30 % 70 % Mr. Parker $ 750,000 50 % 50 % Ms. Ching $ 250,000 50 % 50 % Mr. Schreck $ 165,000 50 % 50 % Mr. Brown $ 700,000 50 % 50 % Target LTI LTI Vehicle Mix NEO Value PSUs RSUs Mr. Benjamin $ 1,620,000 50% 50% Mr. Brown $ 500,000 50% 50% Mr. Parker $ 600,000 50% 50% Mr. Chun $ 250,000 50% 50% Ms. Ching $ 250,000 50% 50% Ms. Laing* N/A N/A N/A *Ms. Laing, as Interim CFO, was not eligible for a 2019 equity grant.
RSUs are awards that are settled in shares butand vest in thirds over a three-year period based on service. RSUs are intended to focus behaviors on improving long-term stock price performance on an absolute basis (as a complement to the relative-performance nature of PSUs), increase share ownership and strengthen retention of participants through a three-year vesting period. Under the service-vesting requirement, recipients must remain employed until the end of each vesting period to earn any shares that become issuable. Pro-rata vesting will apply to the extent employment ceases with the Company during the restricted period by reason of death, disability or retirement during the vesting period. Grantees receive dividendsdividend equivalents quarterly on the full amount of RSUs granted, regardless of vesting, at the same rate as is payable on the Company'sCompany’s common stock.will beare awards that are settled in shares and have both a performance- and service-vesting requirement. The performance requirement is based on A&B's&B’s TSR results relative to the TSR of companies that comprise the FTSE NAREIT AllNareit All-Equity REITs Index and a select group of peer REITs that are a subset of the FTSE NAREIT AllNareit All-Equity REITs Index focused on shopping center and diversified companies,portfolios, with market capitalization between $500 million and $6 billion. PSUs have concurrent three-year performance and vesting horizons. Under the service-vesting requirement, recipients must remain employed until the end of the performance and vesting period to earn any shares that become issuable. Pro-rata vesting will apply to the extent employment ceases with the Company during the performance period by reason of death, disability or retirement, with proration to be applied to the number of shares resulting from the Company'sCompany’s relative TSR over the performance period.period (i.e., actual performance). PSUs are intended to motivate recipients to focus on A&B shareholder returns relative to the share performance of other U.S.-based companiesREITs with commercial real estate focus and/or market capitalization similar market capitalization.to the Company's. The service requirement provides that PSUs cliff vest after a three-year period (concurrent with the performance period), as defined by the award. Payment of accrued dividend equivalents on PSUs will be made upon attainment of the applicable performance goals and will be paid solely according to the number of actual shares earned.20192022 PSUsPerformanceEarnout*ThresholdPerformance 35th PercentileEarnout*Threshold 35% of Target Target 55th Percentile100% of Target Maximum 75th Percentile200% of Target 201717.560.3 percentile for the S&P Midcap 400FTSE Nareit index and at the 7.772.7 percentile for the Dow Jones U.S. Real EstateSelected Peer Group index, none158% of the PSUs granted in 20172020 were earned. Amounts forfeited were as follows: Mr. Benjamin – 24,432 PSUs, Mr. Parker – 5,758 PSUs, Mr. Chun and Ms. Ching – 5,233 PSUs.2019NEO Base Salary as of
12/31/22Target PIIP
Award2022 LTI
GrantTarget Total Direct
CompensationMr. Benjamin $ 739,000 $ 812,900 $ 1,700,000 $ 3,251,900 Mr. Chun** $ 400,000 $ 280,000 $ 200,000 $ 880,000 Mr. Parker $ 450,000 $ 450,000 $ 750,000 $ 1,650,000 Ms. Ching $ 329,600 $ 181,280 $ 250,000 $ 760,880 Mr. Schreck $ 330,000 $ 181,500 $ 165,000 $ 676,500 Mr. Brown*** $ 432,600 $ 346,080 $ 700,000 $ 1,478,680 Base Salary as of
12/31/19Target PIIP
Award2019 LTI
GrantTarget Total Direct
Compensation $ 690,000 $ 759,000 $ 1,620,000 $ 3,069,000 $ 400,000 $ 280,000 $ 500,000 $ 1,180,000 $ 397,838 $ 278,487 $ 600,000 $ 1,276,325 $ 362,805 $ 199,543 $ 250,000 $ 812,348 $ 305,933 $ 168,253 $ 250,000 $ 724,196 N/A N/A N/A N/A *Amounts have not been prorated.Ms. Laing, Mr. Chun’s target total direct compensation is based on his annualized cash compensation in his new role as Interim CFO was not eligible for a PIIP or LTI grant."Qualified“Qualified Retirement Plan"Plan”), which is a tax-qualified defined benefit pension plan, provides pension benefits to the Company'sCompany’s salaried non-bargaining unit employees. The Pension Benefits table of this Proxy Statement provides further information regarding the Qualified Retirement Plan. In 2007, A&B Predecessor closed participation in its traditional defined pension plan for new non-bargaining unit employees hired after January 1, 2008. Effective January 1, 2012, the Company froze benefit accruals under its traditional defined benefit plans for all non-bargaining unit employees hired before January 1, 2008 and replaced the benefit with a cash balance formula in which participants accrueaccrued 5% of their eligible annual compensation. Effective January 1, 2020, the Company froze benefit accruals under the cash balance formula and replaced the benefit with a non-elective company contribution in which participants are immediately eligible to receive 3% of their annual eligible compensation.Profit SharingProfit-Sharing Plan and the A&B Non-Qualified Defined Contribution Plan, as described below."IDC Plan"“IDC Plan”) available to all salaried non-bargaining unit employees thatemployees. Beginning in 2020, the IDC Plan provided for a match of up to 3% of the eligible compensation deferred by a participant during the fiscal year, subject to IRS maximum compensation limitations and a non-elective Company contribution equal to 3% of eligible compensation.20192022 AIP goals as determined by the Compensation Committee. There was a 3.65% gain-sharing contribution for 2019. Effective January 1, 2020, employeesEmployees are immediately will be eligible for up to five percent5% of annual base compensation, based on achievement of goals.In 2019, the IDC Plan provided There was a 5% profit-sharing contribution for a match of up to three percent of the compensation deferred by a participant during the fiscal year, subject to IRS maximum compensation limitations. Effective January 1, 2020, employees will immediately be eligible for a match of up to 3% of their eligible compensation."Excess“Excess Benefits Plan"Plan”) for executives is designed to meet the retirement plan objectives described above. Certain executives, including all NEOs,Messrs. Benjamin, Parker and Brown and Ms. Ching, are eligible to participate in the Excess Benefits Plan. It complements the Qualified Retirement Plan and the IDC Plan by providing benefits and contributions in amounts that could not be provided by those plan'splan’s formulas due to the limits imposed by tax law. Effective January 1, 2020, the Company froze benefit accruals under this plan and replaced the benefit with a Non-Qualified Defined Contribution Plan. The Pension Benefits table of this Proxy Statement provides further information regarding the A&B Excess Benefits Plan. Except as set forth below, the The Company does not provide employment or similar agreements for any of the NEOs. The Company believes in a policy of "at will"“at will” employment.Effective October 10, 2018, Ms. Laing was appointed Interim Executive Vice President; she became Interim CFO, effective November 15, 2018. The Company entered into a letter agreement with Ms. Laing dated September 28, 2018, under which Ms. Laing was paid a base salary of $50,000 per month. Under the terms of the agreement, Ms. Laing's interim role would not last beyond April 10, 2019, with a one-time possible extension of no more than 90 days. Ms. Laing served as Interim Executive Vice President and Interim CFO through May 7, 2019. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE30EXECUTIVE COMPENSATIONEffective May 8, 2019, Brett A. Brown was appointed Executive Vice President and CFO. The Company entered into a letter agreement with Mr. Brown dated March 21, 2019, under which Mr. Brown (i) was paid an annual base salary of $400,000, (ii) received a long-term incentive grant of $500,000, split equally between time-based restricted stock units and performance share units under the 2012 Plan, (iii) became a participant in the PIIP with a target of $280,000, and (iv) received relocation expenses up to $50,000 (plus tax gross up) and a $25,000 signing bonus.agreements to certain executives, including the NEOs, to retain talent during transitions due to a Change in Control or other covered event andevent. Severance arrangements also are provided to providemaintain a competitive pay package. The Compensation Committee designed the change in control agreement to provide a competitively structured program, and yet be conservative overall in the amounts of potential award payouts. The Compensation Committee'sCommittee’s decisions regarding other compensation elements are affected by the potential payouts under these arrangements, as the Committee considers how the terms of these arrangements and the other pay components interrelate. These agreementsarrangements are described in further detail in the "Other“Other Potential Post-Employment Payments"Payments” section of this Proxy Statement.Plan:Plan, Life and Disability Insurance: The Company provides NEOs with the same retiree medical and life insurance benefits as are provided in general to all salaried non-bargaining unit employees who joined A&B Predecessor prior to January 1, 2008. The Company'sCompany’s contribution towards the monthly medical premium is based on the employee'semployee’s age and years of service and is capped at $136 per month. The benefits from these plans are reflected in the "Other“Other Potential Post-Employment Payments"Payments” section of this Proxy Statement.a number ofseveral different industries and there are no companies that are considered directly comparable in business mix, size and geographic relevance. Accordingly, the Company does not use data that are specific to any individual segment of the Company'sCompany’s business but instead, based on the recommendation of WTW, uses data from three national and highly recognized published surveys representing a broad group of general industry and real estate companies similar in size to the Company to assess the Company'sCompany’s pay practices. WTW uses data subsets in each survey that represent companies of similar size with revenues between $250 million and $1 billion. The survey sources provide only one of the tools that the Committee uses to assess appropriate pay levels. Internal equity, Company performance, business unit performance, compensation philosophy, performance consistency, historical pay movement, pay mix, pay risk, economic environment and individual performance are also reviewed.20192021 CDB General Industry Executive Database20192021 Long-term Incentives, Policies and Practices Surveyforof Real Estate Investment Trust (NAREIT) 2019Trusts (Nareit) 2021 Compensation SurveyAfter conducting a search, the selected and retained WTW, an independent executive compensation consulting firm, to assist the Committee in:WTW'sWTW’s work, policies and procedures and determined that no conflicts of interest exist. In accordance with the New ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE31EXECUTIVE COMPENSATION("NYSE" (“NYSE”) requirements, the Compensation Committee annually assesses the independence of its compensation consultant, outside legal counsel, and other advisers who will provide services with respect to executive compensation matters.ways, including:Providing management'simplementationIdentifyingsuggestingsuggests company, unit and individual performance goals that are consistent with the Board-approved operating plansProviding the data used to measureestablished goals,pre-approved Company and individual goals.the CEO providing perspective on individual executive performance and compensation amounts•Providing recommendations, based on informationmarket data provided by WTW regarding pay levels for officers on the basis of plan formulas, salary structures and the CEO's assessment of individual officer performanceTax and Accounting ConsiderationsIn evaluating the Company's executivemakes compensation structure,recommendations to the Compensation Committee considers tax and accounting treatment, balancing the effects on the individual and the Company. Until the adoption of the Tax Cuts and Jobs Act (the "Tax Act") on December 22, 2017, Section 162(m) of the Internal Revenue Code limited the tax deductibility of certain executive compensation in excess of $1,000,000 for any fiscal year, except for certain "performance-based compensation." With the passage of the Tax Act, only qualifying performance-based compensation paid pursuant to a written binding contract in effect on November 2, 2017 (and not modified in any material respect on or after November 2, 2017) as set forth under the Tax Act will be eligible for this deduction exception. The Tax Act also expanded the executive officers covered by Section 162(m) to include the chief financial officer position as well as any person who ever was a covered executive for any prior taxable year, beginning after December 31, 2016. As a result of these changes, starting in 2018, most compensation in excess of $1,000,000 payable to any person who was a named executive officer of the Company since fiscal year 2016 is not deductible, regardless of whether the compensation is performance-based. The Compensation Committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor, in establishing the cash and equity compensation programs for the executive officers. The Compensation Committee believes that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to the Company's financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. The Compensation Committee will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible.five year-periodfive-year period from commencement of employment or within a five-year period after a change in salary based on promotion:PositionSalary MultipleCEOPosition5XSalary MultipleOther NEOsCEO3X5X Other NEOs 3X with the exception of Mr. Parker, who became an NEO in 2015, have met or are on track to meet the ownership guidelines. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE32EXECUTIVE COMPENSATION"clawback"“clawback” policy for senior management, including all NEOs. Pursuant to the policy, the Company will seek to recoup certainrecover from each Participant, as defined in the policy, the full or partial portion of any incentive compensation including cash and equity bonuses based uponpaid or granted to, or received by, such Participant during the achievement of financial performance metrics, from executives inthree-year period preceding the event thatdate on which the Company is required to restate itsprepare an accounting restatement that is greater than the amount that would have been paid, granted or received had the financial statements dueresults been originally reported as set forth in the accounting restatement. The Company will update the policy as appropriate to a material noncompliancecomply with any financial reporting requirement.During 2019, the members of thewere Ms. Wall (through April 26, 2019), Mr. Harrison (since April 26, 2019), Mr. Lewis and Ms. Saito. As set forth above under the subsection "Certain Relationships and Transactions," Ms. Wall is an executive officerInterlocks or Insider Participation in a corporation that is a tenant in several properties owned by A&B subsidiaries with leases established at market rates. Mr. Harrison is an executive officer in a corporation that has lending and tenant relationships with A&B, with loans and leases established at market rates. Because of these related person transactions, Ms. Wall and Mr. Harrison did not participate in any equity compensation decisions. Ms. Wall did not stand for re-election at the 2019 Annual Meeting and is not a director nominee for 2020.2022. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE33EXECUTIVE COMPENSATION
Summary Compensation Table.Table. The following table summarizes the compensation paid by A&B to its NEOs in 2019, 20182022, 2021 and 2017.20192020.Name and
Principal Position
(a)Year
(b)Salary
($)
(c)Bonus
($)(1)
(d)Stock
Awards
($)(2)
(e)Option
Awards
($)
(f)Non-Equity
Incentive
Plan
Compensation
($)(3)
(g)Change in Pension
Value and Nonqualified
Deferred Compensation
Earnings
($)(4)
(h)All Other
Compensation
($)(5)
(i)Total
($)
(j)
Chief Executive Officer (6)2022 731,922 433,784 1,912,851 N/A 1,033,274 0 (7) 133,059 4,244,890 2021 711,523 351,797 1,834,728 N/A 1,137,439 0 (7) 101,066 4,136,553 2020 690,000 386,400 1,946,094 N/A 69,000 300,551 78,710 3,470,755
Executive Vice President, Chief Financial Officer and Treasurer (8)2022 293,315 78,272 214,984 N/A 181,390 0 (9) 45,679 813,640
President and
Chief Operating Officer (10)2022 447,498 240,131 843,873 N/A 571,991 0 (11) 76,634 2,180,127 2021 423,748 241,920 755,459 N/A 448,688 10,558 63,166 1,943,539 2020 397,838 159,135 686,836 N/A 63,654 74,887 49,185 1,431,535
External Affairs2022 327,199 129,366 281,291 N/A 230,423 0 (12) 56,762 1,025,041 2021 318,944 100,320 269,809 N/A 235,027 0 (12) 42,958 967,058 2020 305,933 84,131 286,186 N/A 33,653 145,361 32,700 887,964 2022 327,324 109,949 185,631 N/A 113,719 0 (13) 47,306 783,929
Former Executive Vice President and Chief Financial Officer2022 393,399 174,537 787,635 N/A 220,571 N/A 195,745 1,771,887 2021 420,955 186,480 755,459 N/A 448,688 N/A 62,860 1,874,442 2020 400,000 137,600 801,301 N/A 64,000 0 40,728 1,443,629 Name and
Principal Position
(a)
Year
(b) Salary
($)
(c) Bonus
($)(1)
(d) Stock
Awards
($)(2)
(e) Option
Awards
($)
(f) Non-Equity
Incentive
Plan
Compensation
($)(3)
(g) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
(h) All Other
Compensation
($)(5)
(i) Total
($)
(j) Christopher J. Benjamin 2019 685,000 170,116 1,969,270 N/A 664,884 390,393 33,403 3,913,066 President and Chief 2018 665,000 268,504 2,003,838 N/A 509,768 0 (6) 32,323 3,479,433 Executive Officer 2017 642,000 312,000 1,351,879 N/A 382,327 229,870 8,100 2,926,176 Brett A. Brown(7)
Executive Vice President & Chief Financial Officer 2019 259,231 71,728 604,043 N/A 163,500 N/A 96,668 (8) 1,195,170 Lance K. Parker 2019 394,941 59,048 729,337 N/A 404,363 87,508 22,815 1,698,012 Executive Vice President and 2018 383,438 58,734 667,946 N/A 234,938 5,608 22,130 1,372,794 Chief Real Estate Officer 2017 340,863 61,543 318,612 N/A 201,109 65,842 8,100 996,069 Nelson N. S. Chun 2019 360,163 49,839 303,877 N/A 174,800 77,702 21,546 987,927 Executive Vice President and 2018 349,674 70,566 306,116 N/A 133,972 0 (9) 20,908 881,236 Chief Legal Officer 2017 339,489 82,075 289,608 N/A 100,575 38,926 8,100 858,773 Meredith J. Ching 2019 275,244 42,027 303,877 N/A 147,398 193,129 18,304 979,979 Executive Vice President, 2018 277,923 59,504 306,116 N/A 112,971 0 (9) 15,146 771,660 External Affairs 2017 264,088 69,209 289,608 N/A 84,809 222,678 7,923 938,315 Diana M. Laing(10) 2019 213,846 N/A N/A N/A N/A N/A N/A 213,846 Interim Executive Vice
President & Chief Financial
Officer 2018 134,531 N/A N/A N/A N/A N/A N/A 134,531 NEO's awardNEO’s awards attributable to Value CreationESIP or MSIP 2022 awards, and individual modifiersgoals under the PIIP or AIP program for the fiscal year identified in column (b) payable in cash in February of the following year.year, except for Mr. Brown'sBrown, whose award includes a $25,000 signing bonus.restricted stock unitsRSUs and the grant-date fair value of performance stock unitsPSUs for the fiscal year identified in column (b) granted in 2019. Performance stock units2022. PSUs awarded in 20192022 vest in January 2022February 2025 if performance goals are attained at target. IfAssuming that maximum performance goals applicable to the performance stock unitsPSUs were to be achieved, the values in this column with respect to 20192022 would be as follows: Mr. Benjamin, $3,128,546;$2,975,712; Mr. Chun, $289,985; Mr. Parker, $1,312,765; Ms. Ching, $437,588, Mr. Schreck, $288,775 and Mr. Brown, $958,100; Mr. Parker, $1,158,685; Mr. Chun, $482,764 and Ms. Ching, $482,764.$1,225,279. If performance goals are not attained at threshold, all performance stock unitsPSUs will be forfeited.1316 of the consolidated financial statements of the Company's 2019Company’s 2022 Annual Report on Form 10-K regarding the assumptions underlying the valuation of equity awards.NEO'sNEO’s award attributable to financial goals under the PIIP program for the fiscal year identified in column (b) payable in cash in February of the following year.NEO'sNEO’s accumulated benefit under all defined benefit and actuarial pension plans.NEO'sNEO’s account under the A&B Individual Deferred Compensation and Profit Sharing Plan and Alexander & Baldwin Inc. Excess BenefitsNon-Qualified Defined Contribution Plan.$255.(7)Brown joined A&B on May 8, 2019.(8)Includes $50,000 for relocation expensesChun was appointed Executive Vice President and $46,668 for taxes owed on such expenses.$49,477.Ms. Lainghired on 10/10/18 withExecutive Vice President and Chief Real Estate Officer of A&B until November 1, 2021, when he was appointed Chief Operating Officer in addition to his title of Executive Vice President. He was appointed President, in addition to his title of Chief Operating Officer, effective January 1, 2023. He also was appointed Chief Executive Officer, effective, July 1, 2023.base salarydecrease of $50,000 per month$79,461. Under SEC rules, such a decrease is shown in the table as $0.no other short or long-term incentives. She served$88,022 for 2021 . Under SEC rules, such a decrease is shown in the table as Interim CFO through May 7, 2019.$0. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE34EXECUTIVE COMPENSATION
Grants of Plan-Based Awards.The following table contains information concerning the non-equity and equity grants under A&B's&B’s incentive plans during 20192022 to the NEOs.2019
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock | | All Other Option Awards: Number of Securities Underlying | | Exercise or Base Price of Option | | Grant Date Fair Value of Stock and Option | |||||||||||||||||||||||
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| Name (a) | | Grant Date (b) | | Threshold ($) (c) | | Target ($) (d) | | Maximum ($) (e) | | Threshold (#) (f) | | Target (#) (g) | | Maximum (#) (h) | | or Units (#)(3) (i) | | Options (#)(4) (j) | | Awards ($/Sh) (k) | | Awards ($)(5) (l) | ||||||||||||||
| Christopher J. Benjamin | | 1/28/19 | | 265,650 | | 531,300 | | 1,062,600 | | 12,500 | | 35,714 | | 71,428 | | 35,714 | | N/A | | N/A | | 1,969,270 | ||||||||||||||
Brett A. Brown | 7/29/19 | 98,000 | 196,000 | 392,000 | 3,755 | 10,729 | 21,458 | 10,729 | N/A | N/A | 604,043 | ||||||||||||||||||||||||||
| Lance K. Parker | | 1/28/19 | | 104,432 | | 208,865 | | 417,730 | | 4,629 | | 13,227 | | 26,454 | | 13,227 | | N/A | | N/A | | 729,337 | ||||||||||||||
Nelson N. S. Chun | 1/28/19 | 69,840 | 139,680 | 279,360 | 1,929 | 5,511 | 11,022 | 5,511 | N/A | N/A | 303,877 | ||||||||||||||||||||||||||
| Meredith J. Ching | | 1/28/19 | | 58,892 | | 117,784 | | 235,568 | | 1,929 | | 5,511 | | 11,022 | | 5,511 | | N/A | | N/A | | 303,877 | ||||||||||||||
Diana M. Laing(6) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) (i) | All Other Option Awards: Number of Securities Underlying Options (#)(4) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards ($)(5) (l) | ||||||||||||||||||||||||||||||
| Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | ||||||||||||||||||||||||||||
| Christopher J. Benjamin | 284,515 | 569,030 | 1,138,060 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 13,060 | 37,313 | 74,626 | 37,313 | N/A | N/A | 1,912,851 | ||||||||||||||||||||||||||||
| Clayton K. Y. Chun | 58,744 | 117,488 | 234,975 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 922 | 2,633 | 5,266 | 6,145 | N/A | N/A | 214,984 | ||||||||||||||||||||||||||||
| Lance K. Parker | 157,500 | 315,000 | 630,000 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 5,761 | 16,461 | 32,922 | 16,461 | N/A | N/A | 843,873 | ||||||||||||||||||||||||||||
| Meredith J. Ching | 63,448 | 126,896 | 253,792 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 1,920 | 5,487 | 10,974 | 5,487 | N/A | N/A | 281,291 | ||||||||||||||||||||||||||||
| Jerrod M. Schreck | 63,525 | 127,050 | 254,100 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 1,267 | 3,621 | 7,242 | 3,621 | N/A | N/A | 185,631 | ||||||||||||||||||||||||||||
| Brett A. Brown (6) | 121,128 | 242,256 | 484,512 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 5,377 | 15,364 | 30,728 | 15,364 | N/A | N/A | 787,635 | ||||||||||||||||||||||||||||
- (1)
- Amounts reflected in this section relate to estimated payouts under the non-equity incentive portion of the PIIP. The value of the actual payouts is included in column (g) of the Summary Compensation Table.
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Outstanding Equity Awards at Fiscal Year-End. The following table contains information concerning the outstanding equity awards held by the NEOs.
2019
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock that Have Not Vested (#) (g) | Market Value of Shares or Units of Stock that Have Not Vested ($)(6) (h) | Equity In- centive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(6) (i) | Equity In- centive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(7) (j) | |||||||||||||||||||||||||||||
| Christopher J. Benjamin | — | — | — | — | — | 86,786 | (1) | 1,625,502 | 130,964 | (8) | 2,452,956 | |||||||||||||||||||||||||||
| Clayton K. Y. Chun | — | — | — | — | — | 11,947 | (2) | 223,767 | 8,698 | (9) | 162,914 | |||||||||||||||||||||||||||
| Lance K. Parker | — | — | — | — | — | 36,070 | (3) | 675,591 | 52,735 | (10) | 987,727 | |||||||||||||||||||||||||||
| Meredith J. Ching | — | — | — | — | — | 12,763 | (4) | 239,051 | 19,259 | (11) | 360,721 | |||||||||||||||||||||||||||
| Jerrod M. Schreck | — | — | — | — | — | 7,606 | (5) | 142,460 | 10,740 | (12) | 201,160 | |||||||||||||||||||||||||||
| Brett A. Brown (13) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| | Option Awards | | Stock Awards | ||||||||||||||||||||||||
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Name | | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | | Option Exercise Price ($) (e) | | Option Expiration Date (f) | | Number of Shares or Units of Stock that Have Not Vested (#) (g) | | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) (h) | | Equity In- centive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (i) | | Equity In- centive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(5) (j) | ||||||||||
Christopher J. Benjamin | | 50,677 | | — | | — | | 14.92 | | 1/24/2022 | | 65,534 | (1) | | 1,373,593 | | 92,660 | (6) | | 1,942,154 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brett A. Brown | N/A | N/A | N/A | N/A | N/A | 10,729 | (2) | 224,880 | 10,729 | (7) | 224,880 | |||||||||||||||||
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Lance K. Parker | | 1,740 | | — | | — | | 13.11 | | 1/25/2021 | | 22,373 | (3) | | 468,938 | | 29,823 | (8) | | 625,090 | ||||||||
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Nelson N.S. Chun | 31,291 | — | — | 13.11 | 1/25/2021 | 10,568 | (4) | 221,505 | 15,711 | (9) | 329,303 | |||||||||||||||||
| | 23,389 | | — | | — | | 14.92 | | 1/24/2022 | | | | | | | | | |||||||||||
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Meredith J. Ching | 23,466 | — | — | 13.11 | 1/25/2021 | 10,568 | (4) | 221,505 | 15,711 | (9) | 329,303 | |||||||||||||||||
| | 17,539 | | — | | — | | 14.92 | | 1/24/2022 | | | | | | | | | |||||||||||
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Diana M. Laing | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- (1)
- Vesting date of unvested RSUs –
8,14412,961 shares on 2/1/24/20; 10,83823; 18,256 shares each on 2/1/29/20,23 and 2/1/29/21; 11,90424; 12,437 shares on 2/1/28/202023 and11,90512,438 shares each on 2/1/28/212024 and 2/1/28/22. - 2025.
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Option Exercises and Stock Vested.Vested. The following table contains information concerning option exercises and the vesting of stock awards for the NEOs during 2019.
2022.
| | OPTION AWARDS | STOCK AWARDS | | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | |||||||||||||||||||||||||||||
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d)(4) | Value Realized on Vesting ($) (e) | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | ||||||||||||||||||||||||||||
Christopher J. Benjamin | | | 126,874 | | | 1,454,602 | | | 26,788 | | | 601,298 | | | Christopher J. Benjamin | — | 95,621 | 2,185,266 | ||||||||||||||||||||
| Clayton K. Y. Chun | Clayton K. Y. Chun | — | 8,364 | 191,073 | ||||||||||||||||||||||||||||||||||
| Lance K. Parker | Lance K. Parker | — | 35,943 | 821,381 | ||||||||||||||||||||||||||||||||||
| Meredith J. Ching | Meredith J. Ching | — | 14,528 | 332,031 | ||||||||||||||||||||||||||||||||||
| Jerrod M. Schreck | Jerrod M. Schreck | — | 5,750 | 131,353 | ||||||||||||||||||||||||||||||||||
Brett A. Brown | | | 0 | | | 0 | | | 0 | | | 0 | | | Brett A. Brown | — | 32,202 | 678,033 | ||||||||||||||||||||
Lance K. Parker | | | 0 | | | 0 | | | 7,266 | | | 163,322 | | | ||||||||||||||||||||||||
Nelson N. S. Chun | | | 14,252 | | | 183,498 | | | 5,784 | | | 129,756 | | | ||||||||||||||||||||||||
Meredith J. Ching | | | 29,929 | | | 373,514 | | | 5,784 | | | 129,756 | | | ||||||||||||||||||||||||
Diana M. Laing | | | 0 | | | 0 | | | 0 | | | 0 | | | ||||||||||||||||||||||||
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2021.
Name | Plan Name (b) | Number of Years Credited Service(1) (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | |||||||||||||
Christopher J. Benjamin | | A&B Retirement Plan for Salaried Employees | | | 18.4 | | | | 648,219 | | | | — | | | |||
| | A&B Excess Benefits Plan | | | 18.4 | | | | 1,574,230 | | | | — | | | ||||
| | | | | | | | | | | |||||||||
Brett A. Brown | | A&B Retirement Plan for Salaried Employees | | | 0 | | | | — | | | | — | | | |||
| | A&B Excess Benefits Plan | | | 0 | | | | — | | | | — | | | ||||
| | | | | | | | | | | |||||||||
Lance K. Parker | | A&B Retirement Plan for Salaried Employees | | | 15.3 | | | | 299,286 | | | | — | | | |||
| | A&B Excess Benefits Plan | | | 15.3 | | | | 67,297 | | | | — | | | ||||
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Nelson N. S. Chun | | A&B Retirement Plan for Salaried Employees | | | 16.2 | | | | 553,253 | | | | — | | | |||
| | A&B Excess Benefits Plan | | | 16.2 | | | | 627,040 | | | | — | | | ||||
| | | | | | | | | | | |||||||||
Meredith J. Ching | | A&B Retirement Plan for Salaried Employees | | | 37.6 | | | | 1,848,839 | | | | — | | | |||
| | A&B Excess Benefits Plan | | | 37.6 | | | | 632,094 | | | | — | | | ||||
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Diana M. Laing | | A&B Retirement Plan for Salaried Employees | | | 0 | | | | — | | | | — | | | |||
| | A&B Excess Benefits Plan | | | 0 | | | | — | | | | — | | | ||||
| | | | | | | | | | | |||||||||
| Name (a) | Plan Name (b) | Number of Years Credited Service(1) (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e)(2) | ||||||||||
| Christopher J. Benjamin | A&B Retirement Plan for Salaried Employees | 18.4 | — | 794,067 | ||||||||||
| A&B Excess Benefits Plan | 18.4 | 1,450,519 | — | |||||||||||
| Clayton K. Y. Chun | A&B Retirement Plan for Salaried Employees | 4.4 | — | 58,355 | ||||||||||
| A&B Excess Benefits Plan | — | — | — | |||||||||||
| Lance K. Parker | A&B Retirement Plan for Salaried Employees | 15.3 | — | 317,746 | ||||||||||
| A&B Excess Benefits Plan | 15.3 | 54,821 | — | |||||||||||
| Meredith J. Ching | A&B Retirement Plan for Salaried Employees | 37.6 | — | 1,854,356 | ||||||||||
| A&B Excess Benefits Plan | 37.6 | 533,987 | — | |||||||||||
| Jerrod M. Schreck | A&B Retirement Plan for Salaried Employees | 4.4 | — | 56,652 | ||||||||||
| A&B Excess Benefits Plan | — | — | — | |||||||||||
| Brett A. Brown | A&B Retirement Plan for Salaried Employees | — | — | — | ||||||||||
| A&B Excess Benefits Plan | — | — | — | |||||||||||
- (1)
- Credited service used to calculate the traditional defined benefit was frozen as of December 31,
2011; years2011. Effective January 1, 2020, the Company froze benefit accruals under the cash balance plan. Years shownareas based on all credited service years under the plan through the plan freeze date as of January 1, 2020.
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annuity basis (however, cash balance portion could be paid in a lump sum). The cash balance accounts are projected to the assumed retirement age using 1.68% interest per year (the rate in effect for 2020) with no future pay credits. The projected qualified plan cash balance accounts were converted to life annuities at the assumed retirement age using the annuity conversion interest assumptions and mortality used in our financial disclosures, i.e., 2.13% (for the first 5 years), 3.07% (next 15 years) and 3.65% (years in excess of 20) applied on a rolling basis, and the Applicable Mortality Table, as defined for lump sum calculations under Section 417(e) of the Internal Revenue Code.
The Excess Benefits Plan benefits are paid as a lump sum equal to the present value of the traditional defined benefit assumed to be paid on a life annuity basis plus the cash balance account. The present value was determined based on interest rates (with 39% marginal tax rate adjustment) and mortality used in our financial disclosures, i.e., 1.30%2.73% (for the first 5 years), 1.87%3.21% (next 15 years) and 2.23%3.09% (years in excess of 20) applied on a rolling basis, and the Applicable Mortality Table, as defined for lump sum calculations under Section 417(e) of the Internal Revenue Code. The cash balance accounts are projected to the assumed retirement age using 1.68%2.15% interest per year (the rate in effect for 2020)May 31, 2021 onward) with no future pay credits.
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Non-Qualified Deferred Compensation. The following table contains information concerning non-qualified deferred compensation for the NEOs.
2019 Non-Qualified
Name | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($)(1) (c) | Aggregate Earnings in Last FY ($)(2) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($)(1) (c) | Aggregate Earnings/Loss in Last FY ($)(2) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($)(1) (f) | |||||||||||||||||||||||||||||||
Christopher J. Benjamin | | | — | | | 14,118 | | | 1,209 | | | — | | | 40,760 | | | Christopher J. Benjamin | — | 99,309 | -26,344 | — | 293,294 | ||||||||||||||||||||
| Clayton K. Y. Chun | Clayton K. Y. Chun | — | 12,973 | -2,915 | — | 28,454 | |||||||||||||||||||||||||||||||||||||
| Lance K. Parker | Lance K. Parker | — | 43,084 | -11,973 | — | 110,226 | |||||||||||||||||||||||||||||||||||||
| Meredith J. Ching | Meredith J. Ching | — | 23,212 | -3,473 | — | 45,512 | |||||||||||||||||||||||||||||||||||||
| Jerrod M. Schreck | Jerrod M. Schreck | — | 13,756 | -293 | — | 16,164 | |||||||||||||||||||||||||||||||||||||
Brett A. Brown | | | — | | | — | | | — | | | — | | | — | | | Brett A. Brown | — | 52,352 | -7,193 | — | 99,394 | ||||||||||||||||||||
Lance K. Parker | | | — | | | 3,925 | | | 106 | | | — | | | 4,032 | | | ||||||||||||||||||||||||||
Nelson N. S. Chun | | | — | | | 2,703 | | | 427 | | | — | | | 14,008 | | | ||||||||||||||||||||||||||
Meredith J. Ching | | | — | | | 106 | | | 3 | | | — | | | 109 | | | ||||||||||||||||||||||||||
Diana M. Laing | | | — | | | — | | | — | | | — | | | — | | | ||||||||||||||||||||||||||
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- (1)
- Represents
the profit sharing benefitcontributions under theExcess Benefits Plan. - Alexander & Baldwin Nonqualified Defined Contribution Plan earned in the last fiscal year and accrued in the aggregate balance at last FYE and also included in the column (i) All Other Compensation in the 2022 Summary Compensation Table and in prior years to the extent of registrant contributions.
Payments Severance Plan, or laid off from employment as part of a job elimination/ this Proxy Statement. Christopher J. Benjamin Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Brett A. Brown Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Lance K. Parker Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Nelson N. S. Chun(8) Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Meredith J. Ching(8) Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) . CEO to Median Employee Pay Ratio Information CEO Median Employee items that are incurred at the property (In millions) Commercial Real Estate operating profit Adjustments: Depreciation and amortization Straight-line lease adjustments Favorable/(unfavorable) lease amortization Termination income Other (income)/expense, net Selling, general, administrative and other expenses Legal costs previously capitalized(1) CRE NOI Acquisitions / dispositions and other adjustments CRE Same-Store NOI CRE Non-Same Store NOI (In Millions) Net Cash Provided by Operations Adjustments: Net cash used in investing activities Cash outflows for Commercial Real Estate §1031 investments Consolidated Adjusted Operating Cash Flow (In Millions) Materials & Construction Operating Profit Depreciation & amortization expense Impairment of assets Income attributable to non-controlling interest M&C Adjusted EBITDA (In Millions) Income (Loss) From Continuing Operations Before Income Taxes Adjustments: Non-cash asset impairments related to the M&C segment Non-cash reduction in solar investment Consolidated Adjusted Pre-tax Income (Loss) ” 2023. PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM $56,000 and $124,000, respectively. $0. Requests related to householding should be mailed to Alexander & Baldwin, Inc., P.O. Box 3440, Honolulu, HI 96801-3440, Attn: Alyson J. Nakamura, Corporate Secretary or by calling (808) 525-8450. If you are a shareholder 2024 26, 2023. Payments.other than Ms. Laing, whichthat are intended to encourage their continued employment with A&B by providing them with greater security in the event of termination of their employment following a change in control of A&B.&B and certain terminations prior to a change in control. The Company has adopted a participation policy that extends these agreements to those senior level executives whose employment would be most likely at risk upon a change in control. Each Change in Control Agreement has an initial one-year term and is automatically extended at the end of each term for a successive one-year period, unless terminated by A&B. The Change in Control Agreements provide for certain severance benefits if the executive'sexecutive’s employment is terminated by A&B without "cause"“cause” or by the executive for "good reason,"“good reason” within a specified period following (or prior to) a “Change in Control Event” of A&B, in each case as defined in the agreement, following a "Change in Control Event" of A&B, as defined by Internal Revenue Code Section 409A, as follows: Upon a termination of employment under the above circumstances, the executive will be entitled to receive (i) a lump-sum severance payment equal to two times the sum of the executive'sexecutive’s base salary and target bonus, (ii) pro rata payment at target with respect to outstanding contingent awards for uncompleted performance periods, (iii) a lump sum payment of amounts due the executive under deferred compensation plans, and (iv) an amount equal to the positive spread between the exercise price of outstanding options held by the executive and the fair market value of the underlying shares at the time of termination. In addition, A&B will maintain all (or provide similar) health and welfare benefit plans for the executive'sexecutive’s continued benefit for a period of two years after termination.termination or pay a taxable cash payment equal to the employer cost of providing such benefits. A&B will also reimburse executives for individual outplacement counseling services up to $10,000. These are "double trigger"“double trigger” agreements under which no payments are made and long-term incentives do not accelerate unless both a change in control and a qualifying termination of employment occurs."excess“excess parachute payments"payments” under the Internal Revenue Code, the Change in Control Agreements provide that the executive'sexecutive’s payments will be reduced to an amount that would not result in the imposition of the excise tax, to the extent that such reduction would result in a greater after-tax benefit to the executive. No tax gross-up payments are provided by the Change in Control Agreements.If there is a potential change in control of the Company, the executive agrees to remain in the employ of the Company until the earliest of (1) a date six months after the occurrence of the potential change in control, (2) the termination of the executive's employment by reason of disability or retirement, or (3) the occurrence of a change in control of the Company.Plan:Plan: The Company also maintains the Executive Severance Plan ("(“Severance Plan"Plan”) that covers the NEOs. The Severance Plan continues from year to year, subject to a periodic review by the Board of Directors. The Severance Plan provides certain severance benefits if a designated executive is involuntarily terminated without "cause,"“cause,” as defined in the ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE39EXECUTIVE COMPENSATIONmonths'months’ base salary, payable in equal installments over a period of one year, continued payment by the Company of life and disability insurance premiums and COBRA premiums for continued group health plan coverage for a maximum of twelve months, reimbursement for outplacement counseling services and a prorated share of incentive plan awards at target levels under the PIIP that would have been payable to the executive had he or she remained employed until the end of the applicable performance period.20192022 table and accompanying narrative.Ms. LaingMr. Brown under various termination-related scenarios, assuming that the termination of employment or other circumstances resulting in payment occurred on December 31, 2019. Due to2022. Mr. Brown's employment was terminated effective November 30, 2022 under circumstances constituting an involuntary termination without cause for purposes of the interim natureExecutive Severance Plan. Under the terms of her appointment, Ms. Laing was not eligible for the Executive Severance Plan or retirementdescribed above, he received a payment of $317,240, representing a prorated PIIP award at target and became entitled to (i) a cash severance payment equal to $432,600, payable in twelve equal monthly installments; (ii) approximately $15,624 in respect of health and welfare benefits was not granted any cash or equity incentive awards and did not havein exchange for his execution of a changerelease acceptable to A&B (iii) $10,000 in control agreement. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE40EXECUTIVE COMPENSATIONChristopher J. Benjamin Components Change in
Control
w/Qualifying
TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) Cash Severance $ 3,103,800 $739,000 --- --- --- --- --- Retirement Benefits(4) $ 386,601 $138,275 $138,275 $138,275 $138,275 --- $138,275 Health & Welfare Benefits $ 74,861 $26,112 --- --- --- --- --- Outplacement Counseling $ 10,000 $10,000 --- --- --- --- --- Long-Term Incentives(5) $ 3,492,813 --- --- --- $2,542,329 $2,542,329 $2,542,329 Total $ 7,068,075 $913,387 $138,275 $138,275 $2,680,604 $2,542,329 $2,680,604 Clayton K. Y. Chun Components Change in
Control
w/Qualifying
TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) Cash Severance $ 400,000 $ 400,000 --- --- --- --- --- Retirement Benefits(4) --- --- --- --- --- --- --- Health & Welfare Benefits $ 31,992 $ 31,992 --- --- --- --- --- Outplacement Counseling $ 10,000 $ 10,000 --- --- --- --- --- Long-Term Incentives(5) --- --- --- --- $278,815 $278,815 --- Total $ 441,992 $ 441,992 --- --- $278,815 $278,815 --- Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 2,898,000 $ 690,000 — — — — — ($ 122,975 )(6) ($ 23,973 )(6) ($ 23,973 )(6) ($ 23,973 )(6) ($ 23,973 )(6) — ($ 23,973 )(6) ($ 6,040 )(5)(6) ($ 6,040 )(5)(6) ($ 6,040 )(5)(6) ($ 6,040 )(5)(6) ($ 168,462 )(5)(6) — ($ 6,040 )(5)(6) $ 44,002 $ 18,595 — — — — — $ 10,000 $ 10,000 — — — — — $ 3,053,804 — — — $ 2,215,830 $ 2,215,830 $ 2,215,830 $ 5,882,832 $ 694,622 ($ 23,973 )(6) ($ 23,973 )(6) $ 2,191,857 $ 2,215,830 $ 2,191,857 ($ 6,040 )(6) ($ 6,040 )(6) ($ 6,040 )(6) ($ 6,040 )(6) ($ 168,462 )(6) — ($ 6,040 )(6) Lance K. Parker Components Change in
Control
w/Qualifying
TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) Cash Severance $ 1,566,336 $450,000 --- --- --- --- --- Retirement Benefits(4) $ 25,539 $25,539 $25,539 $25,539 $25,539 --- Not Yet Eligible Health & Welfare Benefits $ 86,856 $32,066 --- --- --- --- --- Outplacement Counseling $ 10,000 $10,000 --- --- --- --- --- Long-Term Incentives(5) $ 1,462,745 --- --- --- $1,059,937 $1,059,937 --- Total $ 3,151,476 $517,605 $25,539 $25,539 $1,085,476 $1,059,937 --- Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 1,360,000 $ 400,000 — — — — — — — — — — — — — — — — — — — $ 44,748 $ 21,013 — — — — — $ 10,000 $ 10,000 — — — — — $ 482,161 — — — $ 317,364 $ 317,364 $ 317,364 $ 1,896,910 $ 431,013 — — $ 317,364 $ 317,364 $ 317,364 — — — — — — — Meredith J. Ching(6) Components Change in
Control
w/Qualifying
TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) Cash Severance $ 1,021,760 $329,600 --- --- --- --- --- Retirement Benefits(4) $ 80,655 --- --- --- --- --- --- Health & Welfare Benefits $ 62,941 $20,163 --- --- --- --- --- Outplacement Counseling $ 10,000 $10,000 --- --- --- --- --- Long-Term Incentives(5) $ 513,649 --- --- --- $373,876 $373,876 $373,876 Total $ 1,689,005 $359,763 --- --- $373,876 $373,876 $373,876 Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 948,355 $ 397,838 — — — — — $ 57,517 $ 8,891 $ 8,891 $ 8,891 $ 8,891 — not yet eligible ($ 36,498 )(5)(6) ($ 36,498 )(5)(6) ($ 36,498 )(5)(6) ($ 36,498 )(5)(6) ($ 121,696 )(5)(6) — not yet eligible $ 46,983 $ 21,841 — — — — — $ 10,000 $ 10,000 — — — — — $ 1,060,655 — — — $ 760,198 $ 760,198 $ 760,198 $ 2,123,510 $ 438,570 $ 8,891 $ 8,891 $ 769,089 $ 760,198 $ 760,198 ($ 36,498 )(6) ($ 36,498 )(6) ($ 36,498 )(6) ($ 36,498 )(6) ($ 121,696 )(6) — not yet eligible Jerrod M. Schreck Components Change in
Control
w/Qualifying
TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) Cash Severance $ 833,050 $330,000 --- --- --- --- --- Retirement Benefits(4) --- --- --- --- --- --- --- Health & Welfare Benefits $ 86,856 $32,042 --- --- --- --- --- Outplacement Counseling $ 10,000 $10,000 --- --- --- --- --- Long-Term Incentives(5) $ 300,785 --- --- --- $225,403 $225,403 --- Total $ 1,230,691 $372,042 --- --- $225,403 $225,403 --- ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE41EXECUTIVE COMPENSATION Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 1,124,696 $ 362,805 — — — — — ($ 34,379 )(6) — — — — — — — — — — ($ 193,899 )(5)(6) — — $ 37,925 $ 17,019 — — — — — $ 10,000 $ 10,000 — — — — — $ 480,375 — — — $ 351,480 $ 351,480 $ 351,480 $ 1,618,616 $ 389,824 — — $ 351,480 $ 351,480 $ 351,480 — — — — ($ 193,899 )(6) — — Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 948,392 $ 305,933 — — — — — ($ 40,259 )(6) — — — — — — — — — — ($ 1,111,762 )(5)(6) — — $ 34,985 $ 15,561 — — — — — $ 10,000 $ 10,000 — — — — — $ 480,375 — — — $ 351,480 $ 351,480 $ 351,480 $ 1,433,493 $ 331,494 — — $ 351,480 $ 351,480 $ 351,480 — — — — ($ 1,111,762 )(6) — — &B's&B’s sickness benefits plan or long-term disability benefit plan. Should the NEO stop receiving disability benefits, the accrual of credited vesting service will cease. Upon the later of attainment of age 65 or the date at which the executive is no longer eligible for disability benefits, the NEO will be entitled to receive a pension benefit based on years of credited benefit service and compensation prior to becoming disabled. Credited benefit service shall not include any periods of disability after December 31, 2011.benefits under the Qualified Retirement Plans.benefits. Employees may elect early retirement after attaining age 55 and completing 5 years of service.Represents the present value of amount paid as an annuity.(6)The Retirement Benefits figures are incremental to the values shown in the Pension Benefits Table. Under certain termination scenarios, benefits reflected in the Pension Benefits Table under the various retirement plans are forfeited or reduced resulting in a negative value.(7)performance share units.PSUs. The value of stock awards was determined based on the closing price of A&B common stock on December 31, 201930, 2022 of $20.96.(8)Mr. Chun and $18.73.areis 62 or older and areis eligible for unreduced retirement benefits per the Company'sCompany’s retirement plan. Therefore, their benefits upon termination are the same as those shown in the pension benefits table (figures shown in the executive termination table are incremental to those in the pension benefits table). Mr. Chun's and Ms. Ching's qualified pension death benefits are different upon death since the death benefits are payable to their spouses assuming Joint & Survivor 50% form of payment is elected (non-qualified death benefits are the same as retirement since they are payable as lump sums, as if they retire as of 1/1/2020). The non-qualified Change in Control ("CIC"(“CIC”) benefits are different as they are calculated based on lump sum assumptions as of the assumed CIC date (as of 12/31/2019)2022).waswere calculated based on lump sum assumptions as of 12/31/2019 (1.96%2022 (2.73% (first 5 years), 2.60%3.21% (next 15 years), and 2.78%3.09% (years in excess of 20) for the Qualified Plan. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE42EXECUTIVE COMPENSATION20192022 Summary Compensation Table. The Company'sTable, except that the Company’s contribution to employee health plans was also included. As illustrated below, using the Total Pay amounts, A&B's 2019&B’s 2022 CEO to median employee pay ratio is 53:37:1. Summary Compensation Table Amount + Company Contribution to Health Plans = Total Pay Summary
Compensation
Table Amount+ Company
Contribution to
Health Plans= Total Pay $ 3,913,066 $ 12,761 $ 3,925,827 CEO $4,244,890 $13,096 $4,257,985 $ 66,344 $ 8,302 $ 74,646 Median Employee $97,315 $19,154 $116,469 allowedpermitted under applicable rules, we used the same median employee that was identified in the 20192021 proxy statement using the following steps:17, 2017,22, 2020, which is within the last three months of our fiscal year end (December 31, 2017)2020), as the date upon which we would identify the "median employee"“median employee” because it enabled us to make such identification in a reasonably efficient manner. We determined that, as of November 17, 2017,22, 2020, our employee population consisted of approximately 856634 individuals, with all of these individuals located in the United States. This population consisted of our full-time part-time, and temporary employees."median employee"“median employee”, we utilized the amount of base salary ofand overtime our employees received, as reflected in our payroll records through November 17, 2017.22, 2020. When determining the "median“median employee,"” we then approximated full-year values of base salary for all employees who were employed for a partial year."median“median employee." in 2017, we combined all of the elements of such employee'semployee’s compensation for 20192022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $66,344."Total"“Total” column (column (j)) of our 20192022 Summary Compensation Table included in this Proxy Statement.Value of Initial Fixed $100 Investment based on: Year Summary Comp. Table Total for PEO Comp. Actually Paid to PEO Average Summary Comp. Table Total for non-PEO Named Executive Officers Average Comp. Actually Paid to non-PEO Named Executive Officers Total Share holder Return Peer Group Total Share holder Return (3) Net Income (millions) CRE Same-Store NOI Growth 2022 4,244.9 3,329.4 (1) 1,314.9 (2) 658.4 (1) 98.33 104.46 -49.5 6.0 % 2021 4,136.6 6,610.6 (1) 1,462.3 (2) 2,117.7 (1) 126.12 119.43 35.8 17.3 % 2020 3,470.8 2,722.2 (1) 1,155.8 (2) 971.9 (1) 83.62 72.36 5.2 (12.7) % (dollars in thousands) Adjustments to Determining Compensation "Actually Paid" for PEO 2022 2021 2020 Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT $ - $ - $ (300.6) Deduction for Amounts Reported under the “Stock Awards” Column in the SCT (1,912.9) (1,834.7) (1,946.1) Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end 1,602.4 3,044.6 1,584.9 Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end (307.2) 466.9 52.9 Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year (369.7) 735.3 (164.6) Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award 71.9 61.9 24.9 Total Adjustments $ (915.5) $ 2,474.0 $ (748.6) (dollars in thousands) Adjustments to Determining Compensation "Actually Paid" for Non-PEO NEOs 2022 2021 2020 Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT $ - $ (2.6) $ (63.2) Deduction for Amounts Reported under the “Stock Awards” Column in the SCT (462.7) (512.6) (515.1) Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end 255.4 850.7 419.5 Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end (52.8) 129.5 2.7 Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year (53.6) 173.4 (34.0) Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year (358.7) - - Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award 15.9 17.0 6.2 Total Adjustments $ (656.5) $ 655.4 $ (183.9) Most Important Company Performance Measures for Determining NEO Compensation CRE Same-Store NOI Growth Core FFO per Diluted Share Average Net Debt to Core EBITDA Total Shareholder Return Grace Pacific Adjusted EBITDA Consolidated Backlog Safety Recordable Incident Rate Cash Net Operating Income ("Cash NOI")Company'sCompany’s Commercial Real Estate portfolio. The Company believes Cash NOI provides useful information to investors regarding the Company'sCompany’s financial condition and results of operations because it reflects only those cashthe contractual income and cash-based expense ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE43EXECUTIVE COMPENSATIONlevel, and whenlevel. When compared across periods, NOI can be used to determine trends in earnings of the Company'sCompany’s properties as this measure is not affected by non-cashnon-contractual revenue and(e.g., straight-line lease adjustments required under GAAP); by non-cash expense recognition items (e.g., the impact of depreciation and amortization expense or impairments); or by other expenses or other gains or losses that do not directly relate to the Company'sCompany’s ownership and operations of properties.the properties (e.g., indirect selling, general, administrative and other expenses, as well as lease termination income). The Company believes the exclusion of these items from operating profit (loss) is useful because the resulting measure captures the actual cash-basedcontractually-based revenue generatedthat is realizable (i.e., assuming collectability is deemed probable) and actualthe direct property-related expenses paid or payable in cash that are incurred in operating the Company'sCompany’s Commercial Real Estate portfolio, as well as trends in occupancy rates, rental rates and operating costs. Cash NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.Cash cash-basedcontractually-based operating revenuesrevenue that is realizable (i.e., assuming collectability is deemed probable) less the direct property-related operating expenses.expenses paid or payable in cash. The calculation of Cash NOI excludes the impact of depreciation and amortization (including(e.g., depreciation related to capitalized costs for improved properties, other capital expenditures for building/area improvements and tenant space improvements, as well as amortization of maintenance capital, tenant improvements and leasing commissions); straight-line lease adjustments (including amortization of lease incentives); amortization of favorable/unfavorable lease assets/liabilities; lease termination income; interest and other income and expense,(expense), net; selling, general, administrative and other expenses;expenses (not directly associated with the property); and impairment of commercial real estate assets.Cash NOI on a same-storeSame-Store basis, ("Same-Store"), which includes the results of properties that were owned and operated for the entirety of the current and prior calendar year. The Same-Store pool excludes properties under development or redevelopment and also excludes properties acquired or sold during either of the comparable reporting periods. While there is management judgment involved in classifications, new developments and redevelopments are moved into the Same-Store pool after one full calendar year of stabilized operation. New developments and redevelopments are generally considered stabilized upon the initial attainment of 90% occupancy. Properties included in held for sale are excluded from Same-Store.Company'sCompany’s methods of calculating non-GAAP measures may differ from methods employed by other companies and thus may not be comparable to such other companies.CRE NOI, and CRE Same-Store NOI and CRE Non-Same Store NOI follows: Year Ended Year Ended 2019 2018 (In millions) 2022 2021 Change $ 66.2 $ 58.5 Commercial Real Estate operating profit $ 81.5 $ 72.6 Adjustments: 36.7 28.0 Depreciation and amortization 36.5 37.7 (5.1 ) (4.0 ) Straight-line lease adjustments (6.3) (4.4) (1.6 ) (1.9 ) Favorable/(unfavorable) lease amortization (1.1) (0.9) (0.1 ) (1.1 ) Termination income (0.1) (0.2) (2.0 ) 0.3 Other (income)/expense, net 0.5 (0.6) 10.1 6.9 Selling, general, administrative and other expenses 6.8 6.5 0.0 (0.5 ) $ 104.2 $ 86.2 NOI NOI $ 117.8 $ 110.7 (25.7 ) (11.6 ) Acquisitions / dispositions and other adjustments (0.7) (0.2) $ 78.5 $ 74.6 $ 25.7 $ 11.6 Same-Store NOI Same-Store NOI $ 117.1 $ 110.5 6.0 % Non-Same Store NOI Non-Same Store NOI $ 0.7 $ 0.2 (1)Represents legal costs relatedleasing activityexclude the impact of interest expense, income taxes, depreciation and amortization and noncontrolling interest. Consolidated Adjusted EBITDA is calculated by adjusting Consolidated EBITDA for items identified as non-recurring, infrequent or unusual that were previously capitalized when incurred and recognized as amortization expense overare not expected to recur in the termCompany’s operations. Core EBITDA is calculated by adjusting Consolidated Adjusted EBITDA for the Adjusted EBITDA of the lease contract. Upon the Company's adoptionnon-core operations of ASC 842, Leases, on January 1, 2019, such legal costs are directly expensed as operating costs and are included in Cash NOI. For comparability purposes, Cash NOI for the 2018 periods presented have been adjusted to include legal fees in conformity with Cash NOI for the 2019 periods presented. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE44EXECUTIVE COMPENSATIONConsolidated Adjusted Operating Cash Flow was a liquidity measure for the Company, for the year ended December 31, 2019, as management believes that the measure provided useful information about the Company's ability to generate cash for ongoing business operationsincluding Land Operations and strengthening the balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company believes that Net Cash Provided by Operations is the most directly comparable GAAP measurement to Consolidated Adjusted Operating Cash Flow.Discontinued Operations. A reconciliation of Consolidated Net Cash Provided by OperationsIncome to Consolidated Adjusted Operating Cash Flow is as follows: 2019 $ 157.6 (240.4 ) 218.4 $ 135.6 The Company presents the non-GAAP measure of M&CEBITDA, Consolidated Adjusted EBITDA, which containand Core EBITDA follows:(In Millions) 2022 Net Income $ (49.5) Adjustments: Depreciation and amortization 38.0 Depreciation and amortization related to discontinued operations 5.8 Interest expense 22.0 Interest expense related to discontinued operations 0.2 Income tax expense (benefit) (18.3) Consolidated EBITDA $ (1.8) Adjustments: Asset impairments related to the Land Operations Segment 5.0 (Income) loss from discontinued operations, net of income taxes and excluding depreciation, amortization and interest expense 80.6 Pension termination 76.9 Consolidated Adjusted EBITDA $ 160.7 Adjustments: Land Operations Adjusted EBITDA (67.0) Core EBITDA $ 93.7 resultsCompany’s total debt to its notional amount (by excluding unamortized premium, discount and capitalized loan fees) and by subtracting cash and cash equivalents recorded in the Company’s consolidated balance sheets. Average Net Debt is calculated by adjusting Net Debt for cash received on assets sold as part of Grace Pacific. The Company usesthe Company’s simplification efforts (as described in the “Executive Simplification Incentive Program (ESIP)” section above) that were not expected to be sold this non-GAAP financial measure when evaluating operating performance for the Materials & Construction segment because management believes that M&C Adjusted EBITDA provides insight into the segment's core operating results, future cash flow generation, and the underlying business trends affecting performance on a consistent and comparable basis from period to period. The Company provides this information as an additional means of evaluating the segment's ongoing core operations. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company believes that Materials & Construction operating profit is the most directly comparable GAAP measurement to the M&C Adjusted EBITDA.year. A reconciliation of segmentNotes Payable and Other Debt to Net Debt and Average Net Debt follows:Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Monthly (In Millions) 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Average Notes Payable and Other Debt $ 521.3 $ 520.9 $ 520.4 $ 520.0 $ 519.6 $ 469.2 $ 459.7 $ 459.3 $ 461.5 $ 461.1 $ 476.6 $ 472.2 $ 488.5 Adjustments: Net unamortized deferred financing cost / discount (premium) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.3) (0.3) (0.3) (0.3) (0.3) (0.4) Cash and cash equivalents 51.6 38.1 32.6 44.0 18.9 32.9 25.3 18.2 6.6 5.0 24.0 33.3 27.5 Favorable/Unfavorable Market Value of Loan 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 Net Debt $ 572.5 $ 558.6 $ 552.7 $ 563.7 $ 538.2 $ 501.8 $ 484.6 $ 477.3 $ 467.9 $ 465.9 $ 500.4 $ 505.2 $ 515.7 Adjustments: Cash receipts from assets sold as part of simplification efforts that were not expected in 2022 — — — — — 55.8 55.8 55.8 55.8 55.8 55.8 55.8 32.6 Average Net Debt $ 470.0 $ 483.1 $ 488.1 $ 476.3 $ 501.0 $ 492.5 $ 490.5 $ 497.1 $ 510.9 $ 512.1 $ 508.7 $ 495.0 $ 493.8 ($ In Millions) 2022 Average Net Debt $ 493.8 Core EBITDA $ 93.7 Average Net Debt to Core EBITDA 5.3x M&Cexclude items noted above (i.e., depreciation and amortization related to real estate included in CRE operating profit) and to make further adjustments to include expenses not included in CRE operating profit but that are necessary to accurately reflect the operating performance of its core business (i.e., corporate expenses and interest expense attributable to this core business) or to exclude items that are non-recurring, infrequent, unusual and unrelated to the core business operating performance (i.e., not likely to recur within two years or has not occurred within the prior two years).(In millions, except per share amounts) 2022 CRE Operating Profit $ 81.5 Adjustments: Depreciation and amortization of commercial real estate properties 36.5 Corporate and other expense (39.3) Core business interest expense (11.0) Distributions to participating securities (0.2) Pension termination - CRE and Corporate 14.7 Core FFO $ 82.2 Weighted average diluted shares outstanding (FFO/Core FFO) 72.8 Core FFO per diluted share $ 1.13 follows: Year Ended December 31 2019 2018 $ (69.2 ) $ (73.2 ) 11.4 12.1 49.7 77.8 2.0 (2.2 ) $ (6.1 ) $ 14.5 Consolidated Adjusted Pre-tax Income (Loss) was an operating performance measure foris calculated by adjusting income (loss) from discontinued operations, net of taxes and noncontrolling interest to add back items recorded into discontinued operations, including depreciation and amortization, interest expense, the Company for the year ended December 31, 2019,Company’s income from its Maui quarries as management believes that the measure provided insight into the operating resultswell as impairment as a result of being classified as held-for-sale, loss from discontinued operations related to the Company's core businessesLand Operations segment and the underlying business trends affecting performance on a consistent and comparable basis from period to period. The non-GAAP financial informationexclude income attributable to noncontrolling interests as presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company believes that Income (Loss) From Continuing Operations Before Income Taxes is the most directly comparable GAAP measurement to Consolidated Adjusted Pre-tax Income (Loss). A reconciliationits consolidated statements of Income (Loss) From Continuing Operations Before Income Taxes to Consolidated Adjusted Pre-tax Income (Loss) follows: 2019 $ (38.9 ) 49.7 0.1 $ 10.9 (In millions) 2022ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTIncome (loss) from discontinued operations, net of income taxes$ (86.6) Adjustments: Depreciation and amortization related to discontinued operations 5.8 Interest expense related to discontinued operations 0.2 Asset impairments related to discontinued operations 89.8 (Expenses) incurred by A&B directly attributable to discontinued operations (0.6) (Income) loss attributable to Company’s Maui quarries (1.8) (Income) loss attributed to Land Operations discontinued operations 0.3 Grace Pacific Adjusted EBITDA $ 7.1 PAGE45&B's&B’s compensation philosophy is to drive the Company'sCompany’s performance and further shareholder interests through a compensation program that attracts, motivates and retains outstanding executives, and rewards outstanding performance. The CD&A section of this Proxy Statement discusses our policies and procedures that implement our compensation philosophy. Highlights of our compensation program include the following:2019, 782022, 77 percent of the CEO's target total direct compensation is variable and performance-based, and between 56 and 69 percent of the other NEOs' (excluding the Interim CFO)CEO’s target total direct compensation was variable and performance-based.performance-based, and 64 percent of the other NEOs’ target total direct compensation was variable and performance-based (compensation based on a one-time simplification incentive program was not included in target percentages). The ratio of variable compensation is consistent with market practices.employment agreements, guaranteed bonuses, change-in-control gross-ups or stock option repricing. In 2019,2022, the average total direct compensation for NEOs (excluding the Interim CFO) was at approximately the 50th percentile of market.Company's corestrong performance of the CRE segment performed very well in 2019. Additionally, significantportfolio and strategic actions were accomplished, includingprogress made to simplify the reinvestment of funds received from the bulk sale of 41,000 acres of Maui agricultural land.Company. The executive compensation program generally reflected above-target performance by the Company in 2019, ranging2022. PIIP and AIP awards ranged between 110%109% and 166%180% and ESIP and MSIP awards ranged between 15% and 60% of target for the NEOs. A profit sharing contribution of 3.65% was earned.20172020 PSU grants covering the performance period of 2017—20192020—2022 was at approximately the 12.666.5 percentile on a blended basis relative to the Standard & Poor's Midcap 400FTSE Nareit All-Equity REITs Index and Dow Jones U.S. Real Estatethe Selected Peer Group indices, which resulted in noan earnout of 158% of the performance shares awarded with a three-year performance horizon."Company'sCompany’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company'sCompany’s Proxy Statement for the 20202023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20192022 Summary Compensation Table and the other related tables and disclosure." ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE46&B's&B’s independent registered public accounting firm, the results of the year-end audit of A&B, including the auditors'auditors’ report and audited financial statements. In this context, the Audit Committee has reviewed and discussed A&B's&B’s audited financial statements with management, has discussed with Deloitte & Touche LLP the matters required to be discussed by applicable Public Company Accounting Oversight Board and SEC rules and, with and without management present, has discussed and reviewed the results of the independent registered public accounting firm'sfirm’s audit of the financial statements.&B's&B’s audited consolidated financial statements be included in A&B's&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 20192022 for filing with the SEC. The Audit Committee also has appointed, subject to shareholder ratification, Deloitte & Touche LLP as A&B's&B’s independent registered public accounting firm for 2020.DoaneLeong and Mr. Yeaman. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE47auditor'sauditor’s independence. Any additional proposed services or costs exceeding pre-approved cost levels require additional pre-approval as described above. The Audit Committee may delegate pre-approval authority to one or more of its members for services not to exceed a specific dollar amount per engagement. Requests for pre-approval include a description of the services to be performed, the fees to be charged and the expected dates that the services will be performed. All services provided by Deloitte & Touche LLP during 20192022 were pre-approved in accordance with these policies.20192022 and 2018,2021, professional services were performed by Deloitte & Touche LLP (including affiliates) for A&B as follows:Fees.Fees. The aggregate fees billed for the audit of the Company'sCompany’s annual consolidated financial statements, including Sarbanes-Oxley Section 404 attestation-related work, for the fiscal years ended December 31, 20192022 and 2018,2021, the reviews of the interim financial statements included in the Company'sCompany’s Quarterly Reports on Form 10-Q and consents for SEC registration statements were approximately $1,966,000$1,906,000 and $2,335,000,$1,783,000, respectively.20192022 and 20182021 were approximately $0.Fees.Fees. The aggregate fees billed for professional tax services for fiscal years ended December 31, 20192022 and 20182021 were approximately $34,000 and $16,000, respectively, and were related primarily to tax compliance services in 2019 and 2018.Fees.Fees. The aggregate fees billed for other services for fiscal years ended December 31, 20192022 and 20182021 were approximately $0 and $27,000, respectively, and were related primarily to certain advisory services in 2018."household"“household” the mailing of the Notice of Internet Availability of Proxy Materials or our annual report and proxy statement. This means that only one Notice of Internet Availability of Proxy Materials or our annual report and proxy statement will be sent to that address unless one or more shareholders at that address specifically elect to receive separate mailings. Shareholders who participate in householding will continue to receive separate proxy cards. We will promptly send a separate Notice of Internet Availability of Proxy Materials or our annual report and proxy statement to a shareholder at a shared address on request. Shareholders with a shared address may also request us to send separate Notices of Internet Availability of Proxy Materials or our annual reports and proxy statements in the future, or to send a single copy in the future if we are currently sending multiple copies to the same address. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE48PROPOSAL NO. 3202120202024 Annual Meeting of A&B must be received at the headquarters of A&B on or before November 17, 202014, 2023 in order to be considered for inclusion in the year 20212024 Proxy Statement and proxy."timely"“timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received at the headquarters of A&B not later than December 29, 2020.26, 2023. A&B's&B’s Bylaws require that shareholder proposals made outside of Rule 14a- 8 under the Exchange Actor a notice of nomination of candidates for election as a director must be submitted to our Corporate Secretary at 822 Bishop Street, Honolulu, HI 96822, in accordance with the requirements of the Bylaws, not later than December 29, 202026, 2023 and not earlier than November 29, 2020.Company'sCompany’s Bylaws provide that no person (other than a person nominated by the Board) will be eligible to be elected a director at an annual meeting of shareholders unless the Corporate Secretary has received, not less than 120 days nor more than 150 days before the anniversary date of the prior annual meeting, a written shareholder'sshareholder’s notice in proper form that the person'sperson’s name be placed in nomination. If the annual meeting is not called for a date which is within 25 days of the anniversary date of the prior annual meeting, a shareholder'sshareholder’s notice must be given not later than 10 days after the date on which notice of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. To be in proper written form, a shareholder'sshareholder’s notice must include information about each nominee and the shareholder making the nomination. The notice also must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.By Order of the Board of DirectorsALYSON J. NAKAMURAVice President and Corporate Secretary ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTUsing a black ink pen, mark your votesIn addition to satisfying the foregoing requirements under our Bylaws relating to nominations of director candidates, including the deadline for written notice, to comply with an X as shownthe SEC's “universal proxy rules,” stockholders who intend to solicit proxies in this example. Please do not write outsidesupport of director nominees other than the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 01 - Christopher J. Benjamin 02 - Robert S. Harrison 03 - Stanley M. Kuriyama 04 - Diana M. Laing 05 - Thomas A. Lewis, Jr. 06 - Douglas M. Pasquale 07 - Michele K. Saito 08 - Eric K. Yeaman For Against Abstain For Against Abstain 2. PROPOSAL TO APPROVE THE ADVISORY RESOLUTION RELATING TO EXECUTIVE COMPENSATION 3. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE CORPORATION NOTE: Such other business as may properly come beforeCompany’s nominees at the meeting or any adjournments thereof. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 036Q4C B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommends a vote FOR the nominees listed and FOR Proposals 2 AND 3.2024 Annual Meeting Proxy Card
Importantin compliance with Rule 14a-19 promulgated under the Exchange Act must provide written notice regardingcontaining the Internet availability of proxy materials for the Annual Meeting of Shareholders. The Proxy Statement and the 2019 Annual Reportinformation required by Rule 14a-19(b) to Shareholders are available at: www.edocumentview.com/ALEX q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qour Corporate Secretary at 822 Bishop Street, Honolulu, Hawaii 96813 PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 28, 2020 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints C.J. Benjamin, S.M. Kuriyama and D.M. Pasquale, and each of them, proxies with full power of substitution, to vote the shares of stock of Alexander & Baldwin, Inc., which the undersigned is entitled to vote at the Annual Meeting of ShareholdersHI 96822 no later than February 25, 2024.Corporation to be held on Tuesday, April 28, 2020,Board of Directors
Vice President and at any adjournments or postponements thereof, on the matters set forth in the Notice of Meeting and Proxy Statement, as stated on the reverse side. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3, AND IN THE DISCRETIONCorporate Secretary
BALDWIN, INC.
