Securities Exchange Act of 1934
(Amendment No. )
ALEXANDER
Baldwin, Inc.
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hope that you can join us. 16, 2021.
You are invitedattendtruly live its values. We acted quickly and decisively to operate our businesses with concern for our employees, our tenants, our community and our shareholders at the 2018forefront of our decisions. Our actions helped keep our tenants operating and have positioned us for what we hope will be a strong recovery from COVID-19 over the course of 2021., to will be held in the Hokulei Ballroom, Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii, on Tuesday, April 24, 201827, 2021 at 8:00 a.m. 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 the opportunity to meet with you. now plan to attend the Annual Meeting, pleasewe encourage you to read the Proxy Statement and vote as soon as possible.your shares.You may vote via the Internet, by telephone or by requesting a paper proxy card to complete and return by mail. Specific instructions for shareholders are included in the enclosed proxy or on a Notice of Internet Availability of Proxy Materials being distributed to shareholders on or around March 12, 2018.
Sincerely,Sincerely,CHRISTOPHER J. BENJAMINPresident and Chief Executive OfficerMarch 12, 2018
President and Chief Executive Officer
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| When: | | | | Meeting Agenda: | |
| Tuesday, April
27, 2021
Where: The 2021 Annual Meeting will be held in a virtual format via live audio webcast. Shareholders may attend virtually and participate in the Annual Meeting, and vote their shares electronically, by visiting www.meetingcenter.io/245597085. To participate in the Annual Meeting, a record shareholder will need to enter the 15-digit control number found on the proxy card. The password for the virtual meeting is ALEX2021 | | | | ||
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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Time and Date: Tuesday, April 24, 2018,27, 2021, 8:00 a.m. HSTPlace:Hokulei Ballroom Dole CanneryWhere: The 2021 Annual Meeting will be virtual, conducted entirely via live audio webcast 735 Iwilei RoadRecord Date: February 18, 2021 Honolulu, HawaiiRecord Date: February 15, 2018Voting: 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 Attendance: 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 Item Board Recommendation Page Reference Election of tenseven directors FOR each director nominee 34 Advisory vote on executive compensation FOR 4542 Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm FOR 4744 Name Director
Since Occupation Committees Name DirectorSinceOccupationCommitteesChristopher J. Benjamin 2016 President & Chief Executive Officer, Alexander & Baldwin, Inc. — W. Allen Doane 2012Diana M. Laing 2019 Retired Chairman of the Board andCFO, American Homes 4 Rent John T. Leong 2020 A&B PredecessorKupu
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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SUMMARY INFORMATION |
| | Name | | | Director Since | | | Occupation | | | | Committees | | | ||
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Thomas A. Lewis, Jr. | | | | 2017 | | | | Retired CEO, Realty Income Corporation | | | | • Compensation | | | ||
| | Douglas M. Pasquale | | | | 2012 | | | | Founder & CEO of Capstone Enterprises Corporation | | | | • Audit, Chair • Nominating & Corporate Governance | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Michele K. Saito | | | | 2012 | | | | President, DTRIC Insurance Company | | | | • Compensation, Chair • Nominating & Corporate Governance | | |
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Eric K. Yeaman | | | | 2012 | | | | | | | • Audit • Nominating & Corporate Governance, Chair | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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![]() | SUMMARY INFORMATION | ![]() |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |||
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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS | | | | |
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PROPOSAL NO. 1: Election of Directors | | | | |
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PROPOSAL NO. 2: Advisory Vote on Executive Compensation | | | | |
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ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |||
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GENERAL INFORMATION ABOUT THE
INFORMATION
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| ANNUAL MEETING INFORMATION | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Who will bear the cost of soliciting votes for the Annual Meeting?
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| ANNUAL MEETING INFORMATION | |
Who can I contact to obtain directions to the Annual Meeting site?
You may contact Stacy Mercado at (808)525-6661 to obtain directions to the site of the Annual Meeting, the Hokulei Ballroom at Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii.
16, 2021.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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Under A&B’s retirement policy for directors, Charles G. King,
Strong combined skillset* and local Hawaii expertise effectively position
Commercial Real Estate | 6 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
Real Estate Development/Construction | 6 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
Executive Leadership | 11 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
Finance/Accounting | 7 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
Public Board | 6 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
Agricultural Operations | 4 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
Hawaii Market and Community Knowledge | 10 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |
✓ | | | ||||||||||||
| Commitment to strong corporate governance | | | ✓ | | | | Focus on long-term value creation | | |||||
✓ | | | | High ethical standards | | | ✓ | | | | Diversity | | ||
✓ | | | | Operating segment expertise | | | ✓ | | | | Knowledge of and involvement in Hawaii | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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![]() | | Christopher J. Benjamin Age: 57 | |
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Diana M. Laing Age: 66 | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| PROPOSAL NO. 1 | |
| ![]() | | | John T. Leong Age: 43 Director Since: 2020 | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Director Qualifications: As Chairman 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 andnon-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.
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Director Qualifications: As former President and Chief Executive Officer of Grace Pacific and Chairman of the Board and President of Royal Contracting Co., Ltd., both major Hawaii infrastructure and construction companies, Mr. Hulihee brings to the Board construction and development expertise and experience in managing complex business organizations. Mr. Hulihee has board experience, including his service on various corporate andnon-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. Mr. Hulihee also is A&B’s largest individual shareholder, owning or controlling approximately 4.5% of our outstanding shares, and as such his interests are well-aligned with those of shareholders.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Director 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 anin-depth knowledge of all aspects of the Company’s real estate operations, including commercial real estate and real estate development, and its agribusiness operations. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.
![]() | Thomas A. Lewis, Jr. Age: 68 | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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![]() | Douglas M. Pasquale Age: 66 Lead Independent Director since 2018 | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| PROPOSAL NO. 1 | |
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![]() | | Michele K. Saito Age: 61 | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Director Qualifications: As Chairman and Chief Executive Officer of Foodland, the largest locally-owned grocery retailer in Hawaii, and other entities in its family of companies, Ms. Wall brings to the Board experience in managing complex business organizations and has commercial real estate and retail expertise. She also has board experience, through her service on various corporate andnon-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through her involvement in the Hawaii business community and local community organizations.
![]() | Eric K. Yeaman Age: 53 Chairman of the Board since October 2020 | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |||
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Sound principles of corporate governance are a priority for A&B’s Board of Directors. Governance highlights include:
executive officer.
Mr. Kuriyama transitioned from executive Chairman of the Board (“Chairman”) tonon-executive Chairman, effective January 1, 2017.
Lead Independent Director Duties Include
The Board’s Role in Strategy and Risk Oversight.The Board oversees the strategic direction of the Company. It has provided leadership on critical strategic issues, including the migration of the commercial real estate portfolio to Hawaii, the simplification of the Company’s business model, and the Company’s response to COVID-19. It receives regular strategic presentations from management and reviews and evaluates the Company’s strategic and operating plans, as appropriate.
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| BOARD OF DIRECTORS INFORMATION | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Based on its formal review process, the Compensation Committee concluded that there continues to be no material adverse effects due to pay risk. Management and the Compensation Committee concluded that A&B’s employeeNEO compensation programs represent an appropriate balance of fixed and variable pay, cash and equity, short-term and long-term compensation, financial andnon-financial performance, and an appropriate level of enterprise-wide risk oversight.
Strong Compensation Risk Management
| Strong 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 eight meetings during 2017. In conjunction with seven of these2020. At all regularly scheduled meetings, the non-management directors or independent directors of A&B met in formally-scheduled executive sessions, led by the Chairman or the Lead Independent Director (Charles G. King). Mr. King will be retiring from the Board effective as of the Annual Meeting; Douglas M. Pasquale has been appointed as Lead Independent Director upon Mr. King’s retirement.Director. In 2017,2020, all directors were present at 100%75% or more 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 website, www.alexanderbaldwin.com.
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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BOARD OF DIRECTORS INFORMATION |
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| Name | | |
| Audit Committee | | | | Compensation Committee | | | | Nominating and Corporate Governance Committee | | |
| Christopher J. Benjamin | | | | | | | | | | | | | | |
| Diana M. Laing | | | Member | | | | Member | | | | | | ||
| John T. Leong | | | | Member | | | | | | | | | ||
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Thomas A. Lewis, Jr. | | | | | | | Member | | | | | | |||
| Douglas M. Pasquale | | | Chair | | | | | | | Member | | |||
| Michele K. Saito | | | | | | | Chair | | | | Member | | ||
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Eric K. Yeaman | | | Member | | | | | | | | Chair | |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Audit CommitteeCommittee::The current members of the Audit Committee are:
2020.
Mr. King will be retiring from the Board effective as of the Annual Meeting; Ms. Saito will be appointed as Chair upon Mr. King’s retirement. The Board has determined that each member is independent under the applicable NYSE listing standards. The Compensation Committee has general responsibility for management and other salaried employee compensation and benefits, including incentive compensation and stock incentive plans, and for making recommendations to the Board on director compensation. The Compensation Committee may form subcommittees and delegate such authority as the Committee deems appropriate, subject to any restrictions by law or listing standard. For further information on the processes and procedures for consideration of executive compensation, see the “Compensation Discussion and Analysis” section below. The Compensation Committee met fivefour times during 2017.
2020.
2020.
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| BOARD OF DIRECTORS INFORMATION | |
Currently, of our seven directors, two are women and three are ethnically diverse. In 2020, the Board appointed John Leong, who strengthens the Board’s perspectives in areas such as the non-profit community and environmental leadership, as well as adds a younger age demographic and preserves ethnic diversity. Hawaii, where we have been headquartered for 150 years, is a diverse community. The Board considers the diversity of our workforce, community, tenants and stakeholders as it evaluates its composition.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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candidate considered by the Nominating Committee, a shareholder must submit a written recommendation that includes the name of the shareholder, evidence of the shareholder’s ownership of A&B stock (including the number of shares owned and the length of time of ownership), the name of the candidate, the candidate’s qualifications to be a director and the candidate’s consent for such consideration.
questionnaire that includes areas for comments. Responses are discussed and both board and committee performance are evaluated at a subsequent Board meeting.
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| BOARD OF DIRECTORS INFORMATION | |
Select Corporate Governance Guideline Topics
| | 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 ofnon-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 | | |
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2020 DIRECTOR COMPENSATION
(1) Represents the aggregate grant-date fair value of the annual automatic grant of restricted stock unit awards made in 2020. See discussion of the assumptions underlying the valuation of equity awards included in Note 16 of the Company’s consolidated financial statements, included in the Company’s 2020 Annual Report on Form 10-K. At the end of 2020, Mr. Pasquale and Mses. Laing and Saito held 7,093 restricted stock units, Mr. Lewis held 11,093 restricted stock units, Mr. Kuriyama held 4,618 restricted stock units, Mr. Leong held 4,530 restricted stock units and Mr. Yeaman held 9,358 restricted stock units. Messrs. Doane and Harrison had no restricted stock units. (2) No 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. (3) Messrs. Doane and Harrison ceased their service as directors when their terms ended at the 2020 Annual Meeting of Shareholders on April 28, 2020. (4) Represents compensation paid to Mr. Kuriyama, who served as non-executive Chairman of the Board through September 30, 2020. It includes a cash payment of $135,000 that represents the grant date value of the shares underlying the unvested restricted stock units granted at the 2020 Annual Meeting of Shareholders (included in column (c)) that were forfeited by Mr. Kuriyama in connection with his retirement as the Chairman of the Board of Directors. (5) Represents charitable contributions under the matching gifts program described on page 15 below. (6) Includes compensation paid to Mr. Yeaman for his service as non-executive Chairman of the Board from October 1, 2020. Our Board of Directors approved the following non-employee director compensation schedule of annual fees, which was developed with the assistance of WTW.
| BOARD OF DIRECTORS INFORMATION | |
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| Name and Beneficial Owner | | | Amount of Beneficial Ownership | | | Percent of Class | | ||||||
| BlackRock, Inc. 40 East 52nd Street New York, NY 10022 | | | | | 11,477,731(a) | | | | | | 15.8% | | |
| The 100 Vanguard Blvd. Malvern, PA 19355 | | | | | 10,397,266(b) | | | | | | 14.4% | | |
| Wellington Management Group LLP 280 Congress Street Boston, MA 02210 | | | | | 5,672,181(c) | | | | | | 7.8% | | |
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| Name or Number in Group | | | Number of Shares Owned (a)(b)(c) | | | Stock Options (d) | | | Total | | | Percent of Class | | ||||||||||||
| Diana M. Laing | | | | | 3,750 | | | | | | 0 | | | | | | 3,750 | | | | | | — | | |
| John T. Leong | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| Thomas A. Lewis, Jr. | | | | | 6,655 | | | | | | 0 | | | | | | 6,655 | | | | | | — | | |
| Douglas M. Pasquale | | | | | 78,975 | | | | | | 0 | | | | | | 78,975 | | | | | | 0.1 | | |
| Michele K. Saito | | | | | 29,374 | | | | | | 0 | | | | | | 29,374 | | | | | | — | | |
| Eric K. Yeaman | | | | | 29,374 | | | | | | 0 | | | | | | 29,374 | | | | | | — | | |
| Christopher J. Benjamin | | | | | 226,385 | | | | | | 50,677 | | | | | | 277,062 | | | | | | 0.4 | | |
| Brett A. Brown | | | | | 8,152 | | | | | | 0 | | | | | | 8,152 | | | | | | — | | |
| Lance K. Parker | | | | | 23,606 | | | | | | 0 | | | | | | 23,606 | | | | | | — | | |
| Nelson N. S. Chun | | | | | 133,210 | | | | | | 23,389 | | | | | | 156,599 | | | | | | 0.2 | | |
| Meredith J. Ching | | | | | 113,386 | | | | | | 17,539 | | | | | | 130,925 | | | | | | 0.2 | | |
| 12 Directors and Executive Officers as a Group | | | | | 659,986 | | | | | | 91,605 | | | | | | 751,591 | | | | | | 1.0 | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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Executive Summary
In 2017, our executive compensation program received strong support from shareholders, with over 97% of the•
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| EXECUTIVE COMPENSATION | |
| | Promote Good Pay Practices • Direct components of pay are generally targeted at the 50th percentile 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 • Anti-hedging policies established • No repricing or replacing of underwater stock options without prior shareholder • Pay risk assessments | | |
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| EXECUTIVE COMPENSATION | |
| Element of
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| Base Salary | | | | Cash | | | | — | | | |
Annual Incentives | | | | Cash | | | |
Financial Goals 25% Non-Financial Goals (Value Creation | | | |
• Reinforces pay-for-performance principles • Rewards both immediately measurable accomplishments and actions that create longer-term value | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-Term Incentives | | | | 50% Performance Share Units 50% Restricted Stock Units | | | | Relative 3-year TSR (FTSE Nareit All- Equity Index & Selected Peer Group) 3-year vesting period | | | | • Aligns the • Aids in attracting and • Reinforces pay-for-performance principles | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health and Welfare Benefits | | | | | | | | — | | | | • Aids in
Retirement | | | | | | | | — | | | | • Assists employees with retirement income savings and
Severance | | | | | | | | — | | | | • Retains talent during transitions due to a Change in Control or other covered | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE22 | | | | |
| EXECUTIVE COMPENSATION | |
| | • Company and individual performance • Say-on-Pay vote results • Competitive market data • Economic environment • Job responsibilities and experience • Positioning within the executive’s salary range • Positioning in relation to philosophy | | | Investor feedback
Projected market salary increases • Value of the • Alignment to pay-for-performance principles • Reasonableness and balance of • Internal pay equity • NEO’s current and • Size of
Internal Pay Equity. The Compensation Committee considers internal pay equity as a factor in establishing compensation for executives. To this end, after reviewing the competitiveness of the CEO’s and other NEO’s annual compensation, the Committee also considers the ratio of the CEO’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 2020, the Company’s CEO-to-NEOs pay ratio was lower than the 50th percentile ratio of companies in our executive talent market. This finding indicates that our CEO’s annual compensation is reasonable in relation to these benchmarks. Pay Elements The Company provides the following pay elements to its executive officers in varying combinations to accomplish its compensation objectives. Salary: Salary is intended to provide a competitive fixed rate of pay based upon an executive’s responsibilities. The Company believes that salary is less impactful than performance-based compensation in achieving the overall objectives of the Company’s executive compensation program. Accordingly, at target, less than half (between 22% to 45%) of a NEO’s total compensation is paid as salary. Generally, the Board of Directors determines the CEO’s annual salary change on the basis of the factors listed previously in the Assessment of Total Compensation section. The Board has a formal performance review process for the CEO that includes categories such as, but not limited to: company goals, financial results, strategic leadership, corporate culture, business management, and talent management. Each Board member has an opportunity to provide specific input on the CEO’s performance across key categories. The results of this process are carefully considered by the Board and the Compensation Committee in determining the CEO’s annual salary and incentive award.
The CEO recommends annual salary changes for the other NEOs. Salary adjustments for NEOs are generally considered by the Compensation Committee in February of each year for implementation on April 1. While the Committee approved certain NEO salary adjustments in February 2020, the management team later recommended no salary increases in light of the impacts of the COVID-19 pandemic. The Committee accepted this recommendation. Salary Information for 2019 – 2020
Annual Incentives: For 2020, annual incentives for NEOs were provided through the Alexander & Baldwin, Inc. Performance Improvement Incentive Plan (“PIIP”) to motivate and reward executives for achievement of pre-established financial and value creation goals, as applicable. The Company believes that the annual incentive structure drives the following objectives: • Aligning with key goals/objectives • Fostering a team environment while allowing for flexibility in individual recognition • Motivating and rewarding value creation over both the short and long term Performance Goal Categories. Each plan year, a pool is funded for all plan participants (except for the CEO), based on attainment level of goals for that year, as determined by the Compensation Committee. Financial goals were established in February 2020. • Financial Goals (weighted 75%) – Rewards the accomplishments of financial priorities to ensure that executives are held accountable for the financial health and discipline of the Company. The targets are based on the Company’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 economic conditions and competitive factors, Company capabilities, performance objectives, and the Company’s strategic plan. Although created pre-COVID, financial goals remained unchanged despite the financial challenges brought on by the pandemic. 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. Pool funding can range from 0% to 200% of target. • Value Creation Goals (weighted 25%) – Rewards the accomplishments of strategic priorities and milestones that are not immediately reflected in financial results but create value for shareholders. Examples include identifying and positioning non-core projects for sale, strengthening our Company balance sheet, advancing technology projects and systems initiatives, and making forward progress on organizational simplification. The value creation goals were modified slightly at mid-year to properly reflect the changing priorities brought on by the pandemic. With input from the CEO, the Compensation Committee reviews and approves the Value Creation ratings. Pool funding can range between 0% to 200% of target. • Individual Modifier — Recognizes individual contributions to Company performance and the executive’s success in fulfilling duties and responsibilities. Each NEO’s award can be modified by multiplying the award that would otherwise be paid by between 0% to 150% based on individual performance, so long as the aggregate incentive pool established for PIIP executives is not exceeded. Company Performance and Payout Determination (Except for CEO). Determination of award pool funding in 2020 was based on the Company’s operating performance as compared to Financial Goals set at the beginning of the year and Value Creation ratings recommended by the CEO, based on input from senior management and on business actions and outcomes in support of the Company’s strategic direction. Recommendations were reviewed and approved by the Compensation Committee. The level of achievement for each 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. The 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.
The incentive compensation for Mr. Brown, Mr. Parker, Mr. Chun and Ms. Ching was based on a weighted mix of (a) the level of achievement of the financial and operating goals set forth in the table above and (b) the scores awarded for Value Creation accomplishments and the Company on a consolidated basis. • For 2020, funding of the PIIP awards for Mr. Brown, Mr. Parker, Ms. Ching and Mr. Chun was derived based on the Value Creation rating (collectively weighted 25%) and from the ratings of all other performance metrics listed in the table above (collectively weighted 75%). These factors were selected because the Company believes they best reflect the results of business execution and profitability levels of the respective operations, and Value Creation reflects accomplishments of the Company that create long-term value for shareholders that are not necessarily reflected in annual financial results. • Despite the financial challenges posted by the COVID-19 pandemic, no favorable discretion was applied in connection with the determination of PIIP awards. • Based on 2020 performance shown above, the actual pool funding for the financial goals was 20% of target for Mr. Parker, Mr. Brown, Mr. Chun and Ms. Ching, while pool funding for the Value Creation goals was 50% of target, for total PIIP pool funding of 70% of target. The CEO recommended, and the Committee approved the use of individual modifiers for PIIP participants that is based on an assessment of goal achievement within their respective areas of responsibility. No modifier was applied to Mr. Parker, Mr. Chun and Ms. Ching, and a 90% individual modifier was applied to Mr. Brown. Payout Determination for the CEO. Each plan year, the CEO’s annual incentive is determined by the Compensation Committee separately from other plan participants. The award is calculated using a 75% weighting for the same Financial Goals applicable to all other NEOs plus the additional Financial Goal below, and a 25% weighting for the Committee’s subjective assessment of progress in achieving other Non-Financial Goals. The Value Creation 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 performance 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. The Committee rated the CEO’s non-financial performance at 3.0. The Committee considered the leadership provided by the CEO during an unprecedented period, advancement of strategic priorities, continued progress in monetization of non-core assets, protecting the safety and health of employees and favorable advancement of organizational development efforts.
For the CEO’s 2020 award, after calculation of the Financial Goals and the Non-Financial Goals, the Compensation Committee awarded the CEO a total incentive award of $455,400, which was 60% of target. (1) Refer to pages 39 to 41 for a discussion of the use of non-GAAP financial measures and the required reconciliations of GAAP to non-GAAP measures including, but not limited to, Net Operating Income (“NOI”) and same-store (“Same-Store”) metrics.
Actual awards earned in total by the NEOs were based on performance against the goals as described above and were as follows: Annual Incentive Award Information
Equity Compensation: Equity grants are generally approved by the Compensation Committee at its January meeting. Based on current market data provided by WTW, the CEO makes recommendations for each executive officer other than himself to the Compensation Committee, which retains full authority to set the actual grant amount. In determining the type and size of a grant to an executive officer, the Compensation Committee generally considers, among other things, the items mentioned above in the Assessment of Total Compensation section. Equity Grant Information
• RSUs are awards that are settled in shares but 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 dividends on the full amount of RSUs granted, regardless of vesting, at the same rate as is payable on the Company’s common stock. • PSUs will be settled in shares and have both a performance- and service-vesting requirement. The performance requirement is based on A&B’s TSR results relative to the TSR of companies that comprise the FTSE Nareit All-Equity Index and a select group of peer REITs that are a subset of the FTSE Nareit All-Equity Index focused on shopping center and diversified companies, 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’s relative TSR over the performance 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 companies with similar market capitalization. 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 according to the number of actual shares earned.
Performance Ranges for 2020 PSUs
* With proration between these levels 2018 PSUs: With TSR at the 17.9 percentile for the FTSE Nareit All-Equity index and at the 15.3 percentile for the Selected Peer Group index, 0% of the PSUs granted in 2018 were earned. Amounts forfeited were as follows: Mr. Benjamin – 32,514 PSUs, Mr. Parker – 10,838 PSUs, and Mr. Chun and Ms. Ching – 4,967 PSUs. Mr. Brown was not an A&B employee in 2018 and did not receive a PSU grant. Target total direct compensation is presented in the following table: Target Total Direct Compensation for 2020
Retirement Plans: The Company provides various retirement plans to assist its employees with retirement income savings and to attract and retain its employees. The Committee periodically reviews the value of benefits from the retirement plans in conjunction with all other forms of pay in making compensation decisions. A&B Retirement Plan for Salaried Employees (Frozen since 2012): The A&B Retirement Plan for Salaried Employees (the “Qualified Retirement Plan”), which is a tax-qualified defined benefit pension plan, provides pension benefits to the Company’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 accrued 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 to the A&B Individual Deferred Compensation and Profit Sharing Plan and the A&B Non-Qualified Defined Contribution Plan, as described below. A&B Individual Deferred Compensation and Profit-Sharing Plan: The Company has a tax-qualified defined contribution retirement plan (the “IDC Plan”) available to all salaried non-bargaining unit employees. Beginning in 2020, the IDC Plan provided for a match of up to three percent 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. The Company has a profit-sharing plan which provides for performance-based discretionary contributions to participants based on the degree of achievement of goals similar to 2020 AIP goals as determined by the Compensation Committee. Employees are immediately eligible for up to five percent of annual base compensation, based on achievement of goals. There was a 0.9% profit-sharing contribution for 2020. A&B Excess Benefits Plan: This non-qualified benefit plan (the “Excess Benefits Plan”) for executives is designed to meet the retirement plan objectives described above. Certain executives, including all NEOs, 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’s formulas due to the limits imposed by tax law. Effective January 1, 2020, the Company
| EXECUTIVE COMPENSATION | |
| A
| |
| PAGE28 | | | | |
| EXECUTIVE COMPENSATION | |
| Position | | | Salary Multiple | | |||
| CEO | | | | | 5X | | |
| Other NEOs | | | | | 3X | | |
|
| ALEXANDER &
| |
| | | | PAGE29 | |
| EXECUTIVE COMPENSATION | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE30 | | | | |
| EXECUTIVE COMPENSATION | |
| | 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 President and Chief Executive Officer | | | | | 2020 | | | | | | | 690,000 | | | | | | | 386,400 | | | | | | | 1,946,094 | | | | | | | N/A | | | | | | | 69,000 | | | | | | | 300,551 | | | | | | | 78,710 | | | | | | | 3,470,755 | | |
| | | 2019 | | | | | | | 685,000 | | | | | | | 170,116 | | | | | | | 1,969,270 | | | | | | | N/A | | | | | | | 664,884 | | | | | | | 390,393 | | | | | | | 33,403 | | | | | | | 3,913,066 | | | ||||
| | | 2018 | | | | | | | 665,000 | | | | | | | 268,504 | | | | | | | 2,003,838 | | | | | | | N/A | | | | | | | 509,768 | | | | | | | 0(6) | | | | | | | 32,323 | | | | | | | 3,479,433 | | | ||||
| | Brett A. Brown(7) Executive Vice President & Chief Financial Officer | | | | | 2020 | | | | | | | 400,000 | | | | | | | 137,600 | | | | | | | 801,301 | | | | | | | N/A | | | | | | | 64,000 | | | | | | | 0 | | | | | | | 40,728 | | | | | | | 1,443,629 | | |
| | | 2019 | | | | | | | 259,231 | | | | | | | 71,728 | | | | | | | 604,043 | | | | | | | N/A | | | | | | | 163,500 | | | | | | | N/A | | | | | | | 96,668(8) | | | | | | | 1,195,170 | | | ||||
| | Lance K. Parker Executive Vice President and Chief Real Estate Officer | | | | | 2020 | | | | | | | 397,838 | | | | | | | 159,135 | | | | | | | 686,836 | | | | | | | N/A | | | | | | | 63,654 | | | | | | | 74,887 | | | | | | | 49,185 | | | | | | | 1,431,535 | | |
| | | 2019 | | | | | | | 394,941 | | | | | | | 59,048 | | | | | | | 729,337 | | | | | | | N/A | | | | | | | 404,363 | | | | | | | 87,508 | | | | | | | 22,815 | | | | | | | 1,698,012 | | | ||||
| | | 2018 | | | | | | | 383,438 | | | | | | | 58,734 | | | | | | | 667,946 | | | | | | | N/A | | | | | | | 234,938 | | | | | | | 5,608 | | | | | | | 22,130 | | | | | | | 1,372,794 | | | ||||
| | Nelson N. S. Chun Executive Vice President and Chief Legal Officer | | | | | 2020 | | | | | | | 362,805 | | | | | | | 99,771 | | | | | | | 286,186 | | | | | | | N/A | | | | | | | 39,909 | | | | | | | 32,480 | | | | | | | 38,737 | | | | | | | 859,888 | | |
| | | 2019 | | | | | | | 360,163 | | | | | | | 49,839 | | | | | | | 303,877 | | | | | | | N/A | | | | | | | 174,800 | | | | | | | 77,702 | | | | | | | 21,546 | | | | | | | 987,927 | | | ||||
| | | 2018 | | | | | | | 349,674 | | | | | | | 70,566 | | | | | | | 306,116 | | | | | | | N/A | | | | | | | 133,972 | | | | | | | 0(9) | | | | | | | 20,908 | | | | | | | 881,236 | | | ||||
| | Meredith J. Ching Executive Vice President, External Affairs | | | | | 2020 | | | | | | | 305,933 | | | | | | | 84,131 | | | | | | | 286,186 | | | | | | | N/A | | | | | | | 33,653 | | | | | | | 145,361 | | | | | | | 32,700 | | | | | | | 887,964 | | |
| | | 2019 | | | | | | | 275,244 | | | | | | | 42,027 | | | | | | | 303,877 | | | | | | | N/A | | | | | | | 147,398 | | | | | | | 193,129 | | | | | | | 18,304 | | | | | | | 979,979 | | | ||||
| | | 2018 | | | | | | | 277,923 | | | | | | | 59,504 | | | | | | | 306,116 | | | | | | | N/A | | | | | | | 112,971 | | | | | | | 0(10) | | | | | | | 15,146 | | | | | | | 771,660 | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| | | | PAGE31 | |
| EXECUTIVE COMPENSATION | |
| | | | | | | | | | 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 | | | | | 2/1/20 | | | | | | 284,625 | | | | | | 569,250 | | | | | | 1,138,500 | | | | | | 13,609 | | | | | | 38.883 | | | | | | 77,766 | | | | | | 38,883 | | | | | | N/A | | | | | | N/A | | | | | | 1,946,094 | | |
| Brett A. Brown | | | | | 2/1/20 | | | | | | 120,000 | | | | | | 240,000 | | | | | | 480,000 | | | | | | 5,604 | | | | | | 16,010 | | | | | | 32,020 | | | | | | 16,010 | | | | | | N/A | | | | | | N/A | | | | | | 801,301 | | |
| Lance K. Parker | | | | | 2/1/20 | | | | | | 119,351 | | | | | | 238,703 | | | | | | 477,406 | | | | | | 4,803 | | | | | | 13,723 | | | | | | 27,446 | | | | | | 13,723 | | | | | | N/A | | | | | | N/A | | | | | | 686,836 | | |
| Nelson N. S. Chun | | | | | 2/1/20 | | | | | | 74,829 | | | | | | 149,657 | | | | | | 299,314 | | | | | | 2,001 | | | | | | 5,718 | | | | | | 11,436 | | | | | | 5,718 | | | | | | N/A | | | | | | N/A | | | | | | 286,186 | | |
| Meredith J. Ching | | | | | 2/1/20 | | | | | | 63,099 | | | | | | 126,197 | | | | | | 252,395 | | | | | | 2,001 | | | | | | 5,718 | | | | | | 11,436 | | | | | | 5,718 | | | | | | N/A | | | | | | N/A | | | | | | 286,186 | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE32 | | | | |
| EXECUTIVE COMPENSATION | |
| | | | 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 ($) (e) | | | Option Expiration Date (f) | | | Number of Shares or Units of Stock that Have Not Vested (#) (g) | | | Market Value of Shares or Units of Stock that Have Not Vested ($)(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 ($)(5) (j) | | |||||||||||||||||||||||||||
| Christopher J. Benjamin | | | | | 50,677 | | | | | | — | | | | | | — | | | | | | 14.92 | | | | | | 1/24/2022 | | | | | | 73,531(1) | | | | | | 1,263,263 | | | | | | 107,111(6) | | | | | | 1,840,167 | | |
| Brett A. Brown | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 23,163(2) | | | | | | 397,940 | | | | | | 26,739(7) | | | | | | 459,376 | | |
| Lance K. Parker | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,154(3) | | | | | | 449,326 | | | | | | 37,788(8) | | | | | | 649,198 | | |
| Nelson N.S. Chun | | | | | 23,389 | | | | | | — | | | | | | — | | | | | | 14.92 | | | | | | 1/24/2022 | | | | | | 11,048(4) | | | | | | 189,805 | | | | | | 16,196(9) | | | | | | 278,247 | | |
| Meredith J. Ching | | | | | 17,539 | | | | | | — | | | | | | — | | | | | | 14.92 | | | | | | 1/24/2022 | | | | | | 11,048(4) | | | | | | 189,805 | | | | | | 16,196(9) | | | | | | 278,247 | | |
|
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| | | | PAGE33 | |
| EXECUTIVE COMPENSATION | |
| | | | OPTION AWARDS | | | STOCK AWARDS | | ||||||||||||||||||
| Name (a) | | | Number of Shares Acquired on Exercise (#) (b) | | | Value Realized on Exercise ($) (c) | | | Number of Shares Acquired on Vesting (#) (d)(4) | | | Value Realized on Vesting ($) (e) | | ||||||||||||
| Christopher J. Benjamin | | | | | 0 | | | | | | 0 | | | | | | 30,886 | | | | | | 676,494 | | |
| Brett A. Brown | | | | | N/A | | | | | | N/A | | | | | | 3,576 | | | | | | 43,127 | | |
| Lance K. Parker | | | | | 1,740 | | | | | | 3,236 | | | | | | 9,942 | | | | | | 217,794 | | |
| Nelson N. S. Chun | | | | | 31,291 | | | | | | 86,989 | | | | | | 5,238 | | | | | | 114,722 | | |
| Meredith J. Ching | | | | | 23,466 | | | | | | 43,647 | | | | | | 5,238 | | | | | | 114,722 | | |
| Name (a) | | | Plan Name (b) | | | Number of Years Credited Service(1) (#) (c) | | | Present Value of Accumulated Benefit ($) (d) | | | Payments During Last Fiscal Year ($) (e) | | |||||||||
| Christopher J. Benjamin | | | A&B Retirement Plan for Salaried Employees | | | | | 18.4 | | | | | | 755,533 | | | | | | — | | |
| | | | A&B Excess Benefits Plan | | | | | 18.4 | | | | | | 1,767,467 | | | | | | — | | |
| Brett A. Brown | | | A&B Retirement Plan for Salaried Employees | | | | | 0 | | | | | | — | | | | | | — | | |
| | | | A&B Excess Benefits Plan | | | | | 0 | | | | | | — | | | | | | — | | |
| Lance K. Parker | | | A&B Retirement Plan for Salaried Employees | | | | | 15.3 | | | | | | 367,995 | | | | | | — | | |
| | | | A&B Excess Benefits Plan | | | | | 15.3 | | | | | | 73,475 | | | | | | — | | |
| Nelson N. S. Chun | | | A&B Retirement Plan for Salaried Employees | | | | | 16.2 | | | | | | 578,852 | | | | | | — | | |
| | | | A&B Excess Benefits Plan | | | | | 16.2 | | | | | | 633,921 | | | | | | — | | |
| Meredith J. Ching | | | A&B Retirement Plan for Salaried Employees | | | | | 37.6 | | | | | | 1,983,134 | | | | | | — | | |
| | | | A&B Excess Benefits Plan | | | | | 37.6 | | | | | | 643,160 | | | | | | — | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE34 | | | | |
| EXECUTIVE COMPENSATION | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| | | | PAGE35 | |
| EXECUTIVE COMPENSATION | |
| Name (a) | | | Executive Contributions in Last FY ($) (b) | | | Registrant Contributions in Last FY ($)(1) (c) | | | Aggregate Earnings in Last FY ($)(2) (d) | | | Aggregate Withdrawals/ Distributions ($) (e) | | | Aggregate Balance at Last FYE ($)(1) (f) | | |||||||||||||||
| Christopher J. Benjamin | | | | | — | | | | | | 59,045 | | | | | | 22,785 | | | | | | — | | | | | | 137,372 | | |
| Brett A. Brown | | | | | — | | | | | | 21,063 | | | | | | — | | | | | | — | | | | | | 21,063 | | |
| Lance K. Parker | | | | | — | | | | | | 29,520 | | | | | | 4,442 | | | | | | — | | | | | | 42,189 | | |
| Nelson N. S. Chun | | | | | — | | | | | | 19,072 | | | | | | 4,700 | | | | | | — | | | | | | 40,706 | | |
| Meredith J. Ching | | | | | — | | | | | | 13,035 | | | | | | 35 | | | | | | — | | | | | | 13,179 | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE36 | | | | |
| EXECUTIVE COMPENSATION | |
| Christopher J. Benjamin | | ||||||||||||||||||||||||||||||||||||||||||
| Components | | | Change in Control w/Termination | | | Termination w/o Cause(1) | | | Termination w/Cause | | | Voluntary Resignation | | | Death | | | Disability(2) | | | Retirement(3) | | |||||||||||||||||||||
| Cash Severance | | | | $ | 2,898,000 | | | | | $ | 690,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Retirement Benefits(4) | | | | $ | (141,011)(6) | | | | | $ | (69,188)(6) | | | | | $ | (69,188)(6) | | | | | $ | (69,188)(6) | | | | | $ | (69,188)(6) | | | | | $ | (69,188)(6) | | | | |||||
| | | | | $ | (9,215)(5)(6) | | | | | $ | (9,215)(5)(6) | | | | | $ | (9,215)(5)(6) | | | | | $ | (9,215)(5)(6) | | | | | $ | (235,740)(5)(6) | | | | | $ | (9,215)(5)(6) | | | | |||||
| Health & Welfare Benefits | | | | $ | 45,860 | | | | | $ | 20,592 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Outplacement Counseling | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Long-Term Incentives(7) | | | | $ | 2,574,660 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 1,478,798 | | | | | $ | 1,478,798 | | | | | $ | 1,478,798 | | |
| Total (Lump-sum) | | | | $ | 5,387,509 | | | | | $ | 651,404 | | | | | $ | (69,188)(6) | | | | | $ | (69,188)(6) | | | | | $ | 1,409,610 | | | | | $ | 1,478,798 | | | | | $ | 1,409,610 | | |
| Total (Annuity) | | | | $ | (9,215)(6) | | | | | $ | (9,215)(6) | | | | | $ | (9,215)(6) | | | | | $ | (9,215)(6) | | | | | $ | (235,740)(6) | | | | | $ | (9,215)(6) | | | |
| Brett A. Brown | | ||||||||||||||||||||||||||||||||||||||||||
| Components | | | Change in Control w/Termination | | | Termination w/o Cause(1) | | | Termination w/Cause | | | Voluntary Resignation | | | Death | | | Disability(2) | | | Retirement(3) | | |||||||||||||||||||||
| Cash Severance | | | | $ | 955,619 | | | | | $ | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Retirement Benefits(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Health & Welfare Benefits | | | | $ | 57,117 | | | | | $ | 26,707 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Outplacement Counseling | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Long-Term Incentives(7) | | | | $ | 867,382 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 462,499 | | | | | $ | 462,499 | | | | | $ | 462,499 | | |
| Total (Lump-sum) | | | | $ | 1,890,118 | | | | | $ | 436,707 | | | | | | — | | | | | | — | | | | | $ | 462,499 | | | | | $ | 462,499 | | | | | $ | 462,499 | | |
| Total (Annuity) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| | | | PAGE37 | |
| EXECUTIVE COMPENSATION | |
| Lance K. Parker | | ||||||||||||||||||||||||||||||||||||||||||
| Components | | | Change in Control w/Termination | | | Termination w/o Cause(1) | | | Termination w/Cause | | | Voluntary Resignation | | | Death | | | Disability(2) | | | Retirement(3) | | |||||||||||||||||||||
| Cash Severance | | | | $ | 1,295,655 | | | | | $ | 397,838 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Retirement Benefits(4) | | | | $ | 60,801 | | | | | $ | 3,994 | | | | | $ | 3,994 | | | | | $ | 3,994 | | | | | $ | 3,994 | | | | | | — | | | | | | not yet eligible | | |
| | | | | $ | (42,781)(6) | | | | | $ | (42,781)(6) | | | | | $ | (42,781)(6) | | | | | $ | ($42,781)(6) | | | | | $ | (155,902)(5)(6) | | | | | | — | | | | | | not yet eligible | | |
| Health & Welfare Benefits | | | | $ | 52,574 | | | | | $ | 25,528 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Outplacement Counseling | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Long-Term Incentives(7) | | | | $ | 923,012 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 528,995 | | | | | $ | 528,995 | | | | | $ | 528,995 | | |
| Total (Lump-sum) | | | | $ | 2,342,041 | | | | | $ | 437,360 | | | | | $ | 3,994 | | | | | $ | 3,994 | | | | | $ | 532,995 | | | | | $ | 528,995 | | | | | $ | 528,995 | | |
| Total (Annuity) | | | | $ | (42,781)(6) | | | | | $ | (42,781)(6) | | | | | $ | (42,781)(6) | | | | | $ | ($42,781)(6) | | | | | $ | (155,902)(6) | | | | | | — | | | | | | not yet eligible | | |
| Nelson N. S. Chun(8) | | ||||||||||||||||||||||||||||||||||||||||||
| Components | | | Change in Control w/Termination | | | Termination w/o Cause(1) | | | Termination w/Cause | | | Voluntary Resignation | | | Death | | | Disability(2) | | | Retirement(3) | | |||||||||||||||||||||
| Cash Severance | | | | $ | 1,124,696 | | | | | $ | 362,805 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Retirement Benefits(4) | | | | $ | (23,331)(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | (200,348)(5)(6) | | | | | | — | | | | | | — | | |
| Health & Welfare Benefits | | | | $ | 42,311 | | | | | $ | 19,498 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Outplacement Counseling | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Long-Term Incentives(7) | | | | $ | 387,194 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 223,021 | | | | | $ | 223,021 | | | | | $ | 233,021 | | |
| Total (Lump-sum) | | | | $ | 1,540,869 | | | | | $ | 392,303 | | | | | | — | | | | | | — | | | | | $ | 223,021 | | | | | $ | 223,021 | | | | | $ | 233,021 | | |
| Total (Annuity) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | (200,348)(6) | | | | | | — | | | | | | — | | |
| Meredith J. Ching(8) | | ||||||||||||||||||||||||||||||||||||||||||
| Components | | | Change in Control w/Termination | | | Termination w/o Cause(1) | | | Termination w/Cause | | | Voluntary Resignation | | | Death | | | Disability(2) | | | Retirement(3) | | |||||||||||||||||||||
| Cash Severance | | | | $ | 948,392 | | | | | $ | 305,933 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Retirement Benefits(4) | | | | $ | (27,317)(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | (1,223,543)(5)(6) | | | | | | — | | | | | | — | | |
| Health & Welfare Benefits | | | | $ | 24,328 | | | | | $ | 10,807 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Outplacement Counseling | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Long-Term Incentives(7) | | | | $ | 387,194 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 223,021 | | | | | $ | 223,021 | | | | | $ | 223,021 | | |
| Total (Lump-sum) | | | | $ | 1,342,597 | | | | | $ | 326,740 | | | | | | — | | | | | | — | | | | | $ | 223,021 | | | | | $ | 223,021 | | | | | $ | 223,021 | | |
| Total (Annuity) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | (1,223,543)(6) | | | | | | — | | | | | | — | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE38 | | | | |
| EXECUTIVE COMPENSATION | |
| | | | Summary Compensation Table Amount | | | + | | | Company Contribution to Health Plans | | | = | | | Total Pay | | |||||||||
| CEO | | | | $ | 3,470,755 | | | | | | | | $ | 15,566 | | | | | | | | $ | 3,486,321 | | |
| Median Employee | | | | $ | 81,338 | | | | | | | | $ | 19,249 | | | | | | | | $ | 100,587 | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| | | | PAGE39 | |
| EXECUTIVE COMPENSATION | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE40 | | | | |
| EXECUTIVE COMPENSATION | |
| | | | Year Ended | | |||||||||||||||
| (In millions) | | | 2020 | | | 2019 | | | Change | | |||||||||
| Commercial Real Estate operating profit | | | | $ | 49.8 | | | | | $ | 66.2 | | | | | | | | |
| Adjustments: | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | | | 40.1 | | | | | | 36.7 | | | | | | | | |
| Straight-line lease adjustments | | | | | 1.3 | | | | | | (5.1) | | | | | | | | |
| Favorable/(unfavorable) lease amortization | | | | | (1.2) | | | | | | (1.6) | | | | | | | | |
| Termination income | | | | | (2.3) | | | | | | (0.1) | | | | | | | | |
| Other (income)/expense, net | | | | | (0.9) | | | | | | (2.0) | | | | | | | | |
| Selling, general, administrative and other expenses | | | | | 7.5 | | | | | | 10.1 | | | | | | | | |
| NOI | | | | $ | 94.3 | | | | | $ | 104.2 | | | | | | | | |
| Acquisitions / dispositions and other adjustments | | | | | (13.5) | | | | | | (11.6) | | | | | | | | |
| Same-Store Cash NOI | | | | $ | 80.8 | | | | | $ | 92.6 | | | | | | (12.7)% | | |
| Non-Same Store Cash NOI | | | | $ | 13.5 | | | | | $ | 11.6 | | | | | | | | |
|
| (In Millions) | | | 2020 | | |||
| Net Cash Provided by Operations | | | | $ | 63.1 | | |
| Adjustments: | | | | | | | |
| Add: Net cash provided by (used in) investing activities | | | | | 12.0 | | |
| Add: Enterprise resource planning system costs | | | | | 1.1 | | |
| Less: Capital expenditures for acquisitions | | | | | — | | |
| Adjusted Free Cash Flow | | | | $ | 76.2 | | |
| (In Millions) | | | 2020 | | |||
| Selling, General and Administrative Expense | | | | $ | 46.1 | | |
| Adjustments: | | | | | | | |
| M&C Segment Selling, General and Administrative Expense | | | | | (15.0) | | |
| Enterprise Resource Planning System Costs | | | | | (1.1) | | |
| Adjusted Non-Grace G&A Expenses | | | | $ | 30.0 | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| | | | PAGE41 | |
| EXECUTIVE COMPENSATION | |
| (In Millions) | | | 2020 | | |||
| Income (Loss) From Continuing Operations Before Income Taxes | | | | $ | 5.6 | | |
| Adjustments: | | | | | | | |
| M&C Segment Operating Loss | | | | | 12.4 | | |
| M&C Interest Expense | | | | | 0.1 | | |
| Enterprise Resource Planning System Costs | | | | | 1.1 | | |
| Consolidated Adjusted Pre-tax Income (Loss) | | | | $ | 19.2 | | |
| (In Millions) | | | 2020 | | |||
| Materials & Construction Operating Profit (Loss) | | | | $ | (12.4) | | |
| Adjustments: | | | | | | | |
| Materials & Construction depreciation and amortization | | | | | 10.8 | | |
| Materials & Construction EBITDA | | | | $ | (1.6) | | |
| Impairment of assets related to Materials & Construction | | | | | 5.6 | | |
| Loss (income) attributable to noncontrolling interests | | | | | 0.4 | | |
| Income attributable to the Company’s joint venture interest in a materials company | | | | | (2.1) | | |
| Grace Adjusted EBITDA | | | | $ | 2.3 | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE 42 | | | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| | | | PAGE43 | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
| PAGE 44 | | | | |
| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |
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| ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT | |