UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

SCHEDULE 14A

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the

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(Amendment No. )

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~~ALEXANDER~~

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Alexander & ~~BALDWIN, INC.~~

Baldwin, Inc.

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~~LETTER TO OUR SHAREHOLDERS~~

~~822 Bishop Street~~ • ~~Honolulu, Hawaii 96813~~

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LETTER TO OUR SHAREHOLDERS

[MISSING IMAGE: lg_alexbaldwinpart-bw.jpg]

To the Shareholders of Alexander & Baldwin, Inc.:

~~You are invited~~

None of us could have anticipated what 2020 would hold for all of us. While COVID-19 created unexpected challenges, it also allowed our Company the opportunity to ~~attend~~truly 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 ~~2018~~forefront 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.

2020 also marked the 150th anniversary of the original partnership between our founders, Samuel T. Alexander and Henry P. Baldwin. Our Company has undergone a tremendous transformation from its roots as a small sugar cane farm on Maui to a thriving Hawaii-based commercial real estate leader. While much has changed over 150 years, the foundations of our Company have not — we remain committed to our shareholders, our employees and our communities as “Partners for Hawaii.”

In light of ongoing health and safety concerns, the 2021 Annual Meeting of Shareholders of Alexander & Baldwin, Inc.~~, to~~ will be held ~~in the Hokulei Ballroom, Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii,~~ on Tuesday, April ~~24, 2018~~27, 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.~~

hope that you can join us.

Whether or not you ~~now~~ plan to attend the Annual Meeting, ~~please~~we 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.~~

16, 2021.

Your vote is important and your shares should be represented. Thank you for your continued support of A&B.


~~Sincerely,~~


~~CHRISTOPHER J. BENJAMIN~~
~~President and Chief Executive Officer~~ ~~March 12, 2018~~

Sincerely,

CHRISTOPHER J. BENJAMIN
President and Chief Executive Officer

March 16, 2021

~~NOTICE OF ANNUAL MEETING~~

~~822 Bishop Street~~ • ~~Honolulu, Hawaii 96813~~

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NOTICE OF ANNUAL MEETING

822 Bishop Street • Honolulu, Hawaii 96813

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

	When:		Meeting Agenda:
~~Date:~~	Tuesday, April ~~24, 2018~~ ~~Time:~~ 27, 2021 8:00 a.m., Honolulu time ~~Place:~~ ~~Hokulei Ballroom, Dole Cannery~~ ~~735 Iwilei Road~~ ~~Honolulu, Hawaii~~ 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		~~Meeting Agenda:~~
		1.	Elect ~~ten~~seven directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified;
		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.

The Board of Directors has set the close of business on February ~~15, 2018~~18, 2021 as the record date for the meeting. Owners of Alexander & Baldwin, Inc. stock at the close of business on that date are entitled to receive notice of and to vote at the meeting. Shareholders will be asked at the meeting to present valid photo identification. Shareholders holding stock in brokerage accounts must present a copy of a brokerage statement reflecting stock ownership as

By Order of the ~~record date.~~

Board of Directors,

~~By Order of the Board of Directors,~~

~~ALYSON J. NAKAMURA~~

~~Vice President and Corporate Secretary~~

~~March 12, 2018~~

ALYSON J. NAKAMURA
Vice President and Corporate Secretary

March 16, 2021

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE PROMPTLY VOTE VIA THE INTERNET OR BY TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL.

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			P~~AGE~~ i

SUMMARY INFORMATION

To assist you in reviewing this Proxy Statement, we would like to call your attention to key elements of this document. The following description is only a summary. For more information, please read the complete Proxy Statement.

Annual Meeting of Shareholders


~~Time and Date:~~ When:		Tuesday, April ~~24, 2018,~~27, 2021, 8:00 a.m. HST
~~Place:~~	~~Hokulei Ballroom~~
	~~Dole Cannery~~Where:		The 2021 Annual Meeting will be virtual, conducted entirely via live audio webcast
	~~735 Iwilei Road~~Record Date:		February 18, 2021
	~~Honolulu, Hawaii~~
~~Record Date:~~ Voting:	~~February 15, 2018~~
~~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~~


		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.

Meeting Agenda

Agenda Item

Board Recommendation

Page Reference

Election of ~~ten~~seven directors

FOR each director nominee

Advisory vote on executive compensation

FOR

4542

Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm

FOR

4744

Board Nominees

The following table provides summary information about each director nominee. Each director nominee is elected until the next Annual Meeting of Shareholders.

Name

Director
Since

Occupation

Committees

~~Name~~

~~Director~~

~~Since~~

~~Occupation~~

~~Committees~~

Christopher J. Benjamin

2016

President & Chief Executive Officer, Alexander & Baldwin, Inc.

—

~~W. Allen Doane~~

~~2012~~Diana M. Laing

2019

Retired ~~Chairman of the Board and~~CFO, American Homes 4 Rent

•

Audit

•

Compensation

John T. Leong

2020

Co-Founder & CEO of ~~A&B Predecessor~~Kupu

Co-Founder & CEO of Pono Pacific Land Management, LLC

•

Audit

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

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~~Robert S. Harrison~~	SUMMARY INFORMATION				~~2012~~

Name

~~Chairman of the Board and Chief Executive Officer, First Hawaiian Bank~~

Director
Since

•  ~~Nominating &~~
   ~~Corporate~~
   ~~Governance,~~
   ~~Chair~~

Occupation

Committees

~~David C. Hulihee~~

~~2013~~

~~Chairman of the Board and President, Royal Contracting Co., Ltd.~~

~~Retired CEO of Grace Pacific LLC, a wholly-owned subsidiary of A&B~~

—

~~Stanley M. Kuriyama~~

~~2012~~

~~Chairman of the Board of A&B~~

~~Retired CEO of A&B~~

—

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

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ ii

~~SUMMARY INFORMATION~~

~~Name~~

~~Director~~

~~Since~~

~~Occupation~~

~~Committees~~

Michele K. Saito

2012

President, DTRIC Insurance Company

•

Compensation, Chair

•
~~Incoming~~
~~Chair~~

Nominating & Corporate Governance

~~Jenai S. Wall~~

~~2015~~

~~Chairman & CEO of Foodland Super Market, Ltd.~~

• ~~Compensation~~

Eric K. Yeaman

2012

~~President and Chief Operating Officer, First Hawaiian Bank~~Founder & Managing Partner, Hoku Capital LLC

•

Audit

•

Nominating & Corporate Governance, Chair

Executive Compensation Linked to Performance

2020 results were impacted by the COVID-19 pandemic, with commercial real estate (“CRE”) operating profit down 24.8% compared to 2019. However, our grocery-anchored portfolio showed resilience, and we made progress on our strategic goals, including continued asset monetization, simplification and improved Grace Pacific performance. We worked proactively with our tenants to help them weather the pandemic and saw a moderate recovery in our CRE collections as the year progressed. Executive compensation in 2020 reflected our operational challenges as well as successes. Despite these challenges, the Company did not adjust its financial performance targets or exercise discretion based on COVID-19 impacts and did not provide base salary increases.

The Company firmly believes in pay for performance and aligning pay with shareholder interests and the Company’s business objectives. Accordingly, the majority of executive compensation is tied to performance. In ~~2017,~~2020, 78% of the target compensation for our Chief Executive Officer (“CEO”), Christopher Benjamin, ~~received 76% of his target compensation~~was in the form of performance-based pay, consisting of annual incentives (cash) and long-term incentives (equity), with the remaining ~~24%~~22% set as ~~salary.~~fixed pay. For our other Named Executive Officers, ~~62%~~66% of their target compensation was performance-based with the remaining ~~38%~~34% set as ~~salary*.~~fixed pay. All elements of executive compensation are generally targeted at the 50^th percentile of market pay data. In ~~2017,~~2020, our executive compensation program received strong support from shareholders with ~~over~~approximately 97% of ~~say on pay~~Say-on-Pay votes cast in ~~approval~~favor of the program.

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

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	SUMMARY INFORMATION

As James Mead was hired as Chief Financial Officer (“CFO”) on July 10, 2017 these percentages were calculated using Mr. Mead’s salary on an annualized basis and a guaranteed cash incentive equal to a pro rata portion of his annual incentive target for the first year per his employment agreement (as described on page 29).

[MISSING IMAGE: tm212301d1-pc_ceoneobw.jpg]

We encourage you to read our Compensation Discussion and Analysis (“CD&A”), which begins on page 19 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 No. 2: Advisory Vote on Executive Compensation” beginning on page ~~45.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~

42.

	ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT
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PAGE1

PROXY STATEMENT

~~GENERAL INFORMATION ABOUT THE~~

ANNUAL MEETING

INFORMATION

Why am I receiving these materials?

The Board of Directors of Alexander & Baldwin, Inc. (“A&B” or the “Company”) is soliciting proxies for the Annual Meeting of Shareholders to be held on April ~~24, 2018~~27, 2021 and at any adjournment or postponement of the meeting (the “Annual Meeting”).

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

On or around March ~~12, 2018,~~16, 2021, 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 ~~2017~~2020 Annual Report to Shareholders. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“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’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

How can I request a paper copy of these materials?

You will not receive a printed copy of the proxy materials unless you request it. If you would prefer to receive printed proxy materials, please follow the instructions for requesting such materials contained in the Notice of Internet Availability of Proxy Materials. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

Can I vote using the Internet?

The Notice of Internet Availability of Proxy Materials also provides instructions for voting your shares using the Internet.

Who is entitled to vote at the Annual Meeting?

Shareholders of record at the close of business on February ~~15, 2018~~18, 2021 are entitled to notice of and to vote at the Annual Meeting. On that date, there were ~~71,952,944~~72,469,682 shares of common stock outstanding, each of which is entitled to one vote.

How will I be able to participate in the virtual 2021 Annual Meeting of Shareholders?

Record shareholders may join the virtual 2021 Annual Meeting using the 15-digit control number provided on their proxy card and logging on to https://www.meetingcenter.io/245597085. The password for the virtual meeting is ALEX2021.

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

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	PAGE2
	ANNUAL MEETING INFORMATION

If you hold your shares through an intermediary, such as a bank or broker, you must register and provide Computershare, our transfer agent, a Legal Proxy from your bank or broker by 5:00 p.m. Eastern Time on April 23, 2021. Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your Legal Proxy, to legalproxy@computershare.com

By mail:
Computershare
Alexander & Baldwin Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on April 23, 2021. You will receive a confirmation of your registration by email after we receive your Legal Proxy.

We have designed the virtual Annual Meeting to ensure that shareholders are given the same rights and opportunities to participate in the meeting as they would at an in-person meeting, using on-line tools to facilitate shareholder access and participation. Only shareholders are invited to attend the meeting.

Will there be a question and answer session?

You will be able to ask questions and vote your shares during the virtual meeting. Questions must comply with the Annual Meeting procedures and be pertinent to A&B and the meeting matters. If you wish to submit a question during the meeting, log in to the virtual meeting website, type your question in to the “Ask a Question” field and click “Submit.” Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

What if I have technical questions?

If you need technical support prior to and during the meeting you may contact customer support at (888) 724-2416 between 8:30 a.m. – 6:00 p.m. ET. In addition, a link on the meeting page will provide further assistance should you need it during the meeting.

What is the voting requirement to approve each of the proposals?

Provided a quorum is present, a majority of the votes cast will be necessary for the election of directors, the ratification of the appointment of the independent registered public accounting firm, and the approval, on an advisory basis, of our executive compensation.

What effect do abstentions and brokernon-votes have on the proposals?

Abstentions and brokernon-votes will be included for purposes of establishing a quorum at the Annual Meeting. However, abstentions and brokernon-votes will have no effect on the voting results for any matter, as they are not considered to be votes cast.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 2

~~GENERAL INFORMATION ABOUT THE ANNUAL MEETING~~

Who will bear the cost of soliciting votes for the Annual Meeting?

Officers, employees and directors of A&B and its subsidiaries may, without additional compensation, solicit proxies by telephone or by other appropriate means. Arrangements also will be made with brokerage firms and other persons that are record holders of A&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 ~~$9,500~~$10,000 plus reasonableout-of-pocket expenses.

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

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				PAGE3
	ANNUAL MEETING INFORMATION

May I change my vote or revoke my proxy?

You may revoke your proxy or change your vote any time before it is voted at the Annual Meeting by:

•

Filing a written revocation with the Corporate Secretary;

•

Submitting a later-dated proxy or a later-dated vote by Internet or telephone; or

•

Voting ~~in person~~ at the Annual Meeting.

When were the Proxy Statement materials made publicly available?

This Proxy Statement and the enclosed proxy are being mailed to shareholders and are being made available on the Internet at www.alexanderbaldwin.com on or about March ~~12, 2018.~~

~~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.

What do the references to the term “A&B Predecessor” mean in this document?

References in this Proxy Statement to “A&B Predecessor” mean Alexander & Baldwin, Inc. prior to its separation from Matson, Inc. on June 29, 2012.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 3

~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~As part of adopting new corporate documents in our conversion~~&B converted to a real estate investment trust (“REIT”) in 2017.

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

In line with best practices, A~~&B took the opportunity to enhance its governance practices by declassifying its board, adopting~~&B’s directors stand for election annually, and elections are conducted using a majority voting standard in uncontested ~~elections and eliminating the super-majority~~elections. We ask for your voting ~~requirement to amend its articles of incorporation. These actions are in response to investor feedback we received during~~support for our ~~ongoing shareholder engagement initiatives and are in line with best practices. Ten Directors will be elected at the Annual Meeting~~seven directors named below, to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Director Nominees and ~~Qualifications~~Qualification of Directors.The nominees of the Board of Directors are the ~~ten~~seven 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.

~~Under A&B’s retirement policy for directors, Charles G. King,~~

As of September 30, 2020, Stanley M. Kuriyama, who ~~has~~had served as a director of A&B or A&B Predecessor since ~~1989, is retiring~~2010 and as Chairman of the Board since 2012, retired from the Board atas anticipated under the ~~Annual Meeting. In addition to his service as a director,~~Board’s leadership transition plan. Mr. ~~King~~Kuriyama, who had been with the Company for 28 years, also served as ~~the Lead Independent Director~~Chief Executive Officer of A&B or A&B Predecessor since April 2015, served on the Nominating and Corporate Governance Committee since 2011, served on the Audit Committee from 1989 to 1993, and served on the Compensation Committee from 1993 through 2018 and as its Chair since 2004.2010. The Board and management thank Mr. ~~King~~Kuriyama for his years of ~~service~~leadership and valued advice.

Below are the names, ages (as of March 31, ~~2018)~~2021), 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.

Our Nominating Committee is focused on creating a Board that consists of members that have a diversity of professional experience and a combined skill set to help oversee our business effectively. The Board weighs the alignment of Board capabilities with the needs of A&B as part of the Board’s self-assessment process. The Nominating Committee’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. In 2017, as the Board determined to evaluate a REIT conversion, it also decided that additional REIT expertise would be valuable. With the assistance of an executive search firm, Mr. Lewis, a seasoned REIT executive, was appointed to the Board.

Our Board members have a diverse range of perspectives and are knowledgeable about our businesses. Each director contributes in establishing a board climate of trust and respect, where deliberations are open and constructive. A&B’s business strategy is Hawaii-focused and, accordingly, the Board believes it is valuable to shareholders that the great majority of our directors be Hawaii-based executives who can provide extensive local knowledge and insight.

Diverse Skills Aligned with Board Needs

~~Strong combined skillset* and local Hawaii expertise effectively position~~

[MISSING IMAGE: tm212301d1-bc_skillaligbw.jpg]

This skills matrix represents the ~~Board to navigate Hawaii’s unique business environment:~~

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

diverse skillsets of our seven directors being proposed for re-election. All directors are included in multiple categories.

*	~~This skills matrix represents the diverse skillsets of our eleven directors (as of March 1, 2018). All directors are included in multiple categories.~~

✓

Commitment to strong corporate governance

✓

Focus on long-term value creation

✓

High ethical standards

✓

Diversity

✓

Operating segment expertise

✓

Knowledge of and involvement in Hawaii

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~

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P~~AGE~~ 4

PROPOSAL NO. 1

In selecting nominees, the Board has considered the factors noted ~~previously;~~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.


		Christopher J. Benjamin Age: 54 57 Director Since: 2016

•

Chief Executive Officer and Director of A&B since January 2016

•

President of A&B since June 2012

•

Chief Operating Officer of A&B from June 2012 through December 2015

•

President of A&B Land Group from September 2011 through June 2012

•

President of A & B Properties, Inc. from September 2011 through August 2015

•

Senior Vice President of A&B Predecessor from July 2005 through August 2011

•

Chief Financial Officer of A&B Predecessor from February 2004 through August 2011

•

Treasurer of A&B Predecessor from May 2006 through August 2011

•

Plantation General Manager of Hawaiian Commercial & Sugar Company from March 2009 through March 2011

Director Qualifications: As a member of A&B’s and A&B Predecessor’s senior management team for over a decade, Mr. Benjamin, who is President and 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.~~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 operating markets through his involvement in the Hawaii business community and local community organizations.

~~W. Allen Doane~~

Diana M. Laing

Age: 70

66
Director Since: ~~2012~~

2019

•

Interim Chief Financial Officer of A&B from November 2018 through May 2019 and Interim Executive Vice President of A&B from October 2018 through May 2019

•

Chief Financial Officer of American Homes 4 Rent (NYSE:AMH) from May 2014 through June 2018

•

Chief Financial Officer of Thomas Properties Group, Inc. from May 2004 through December 2013

•

Director of ~~A&B~~The Macerich Company (NYSE:MAC) since ~~June 2012~~October 2003

•

Director of ~~A&B Predecessor from October 1998 through June 2012~~Spirit Realty Capital, Inc. (NYSE:SRC) since August 2018

~~Chairman~~

•

Director of CareTrust REIT, Inc. (NASDAQ:CTRE) since January 2019

Director Qualifications: As former Chief Financial Officer of American Homes 4 Rent, a REIT focused on the ~~Board~~acquisition, renovation, leasing and operation of ~~A&B Predecessor from April 2006 through December 2009~~single-family homes as rental properties, as well as the former Chief Financial Officer of a number of other publicly-traded REITs, Ms. Laing contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. She also has board experience, including her service on the boards of other publicly traded companies.

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	PAGE6
	PROPOSAL NO. 1

John T. Leong

Age: 43
Director Since: 2020

•

Co-Founder and Chief Executive Officer of ~~A&B Predecessor from October 1998 through December 2009~~

~~President of A&B Predecessor from October 1998 through September 2008~~

Director of A&B Predecessor’s subsidiary, Matson Navigation Company, Inc. (“MNC”) from October 1998 through June 2012, Chairman of the Board of MNC from April 2006 through September 2008 and from July 2002 toKupu (a non-profit entity) since January ~~2004~~2007

~~Director, First Hawaiian, Inc. (“FHI”) (NASDAQ:FHB) since August 2016~~

~~Director Qualifications:~~• ~~As a member of A&B Predecessor’s senior management team for almost two decades, Mr. Doane, who was~~

Co-Founder and Chief Executive Officer of Pono Pacific Land Management, LLC (“Pono Pacific”) since August 2000

Director Qualifications: As Co-Founder and ~~Chairman~~Chief Executive Officer of ~~the Board of A&B Predecessor until his retirement from those positions in 2009,~~both Kupu and Pono Pacific, Mr. Leong brings to the Board an~~in-depth~~ ~~knowledge of all aspects of the Company’s real estate operations, including~~experience in non-profit, environmental and community matters. In addition, he has commercial real estate experience and expertise through his family’s real estate ~~development, and its agribusiness operations.~~holdings. Mr. ~~Doane’s experience managing a complex business organization has provided him with financial expertise and he has been designated by the Board of Directors as an Audit Committee Financial Expert. He~~Leong also 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.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 5

~~PROPOSAL NO. 1~~

~~Robert S. Harrison~~

~~Age: 57~~

~~Director Since: 2012~~

~~Chairman of the Board and Chief Executive Officer of FHI since August 2016~~

~~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~~

~~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 2009~~

~~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 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.~~

~~David C. Hulihee~~

~~Age: 69~~

~~Director Since: 2013~~

~~Chairman of the Board and President of Royal Contracting Co., Ltd. since December 1971~~

Chief Executive Officer of Grace Pacific LLC, formerly Grace Pacific Corporation (“Grace Pacific”) from August 2008 through December 2015; consultant to Grace Pacific from January 2016 through December 2016

~~President of Grace Pacific from August 2008 through August 2015~~

~~Chairman of the Board of Grace Pacific from August 2008 through September 2013~~

~~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 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. 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.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 6

~~PROPOSAL NO. 1~~

~~Stanley M. Kuriyama~~

~~Age: 64~~

~~Director 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 MNC from September 2009 through June 2012~~

~~Director, Matson Inc. (NYSE:MATX) (ocean transportation) since June 2016~~

~~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: 65

68
Director Since: 2017

•

Vice Chairman of the Board of Realty Income Corporation (NYSE:~~RE)~~O) (“Realty Income”) from September ~~2013~~1993 to May 2014; Chief Executive Officer of Realty Income from February 1997 through September 2013

~~Director of Realty Income from September 1993 through May 2014~~

•

Director of Sunstone Hotel Investors, Inc. (NYSE:SHO) since May 2006

Director Qualifications: As former Chief Executive Officer and Vice Chairman of Realty Income, one of the nation’s largest and most successful REITs, Mr. Lewis contributesin-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.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 7

~~PROPOSAL NO. 1~~


		Douglas M. Pasquale Age: 63 66 Director Since: 2012 Lead Independent Director since 2018

•

Founder and Chief Executive Officer of Capstone Enterprises Corporation (investment and consulting firm) since January 2012

•

Senior Advisor to HCP, Inc. (healthcare REIT) since June 2017

•

Director of Ventas, Inc. (NYSE:VTR) (“Ventas”) (healthcare ~~real estate investment trust)~~REIT) from July 2011 through ~~April~~May 2017

•

Senior Advisor to the Chief Executive Officer of Ventas from July 2011 through December 2011, upon Ventas’s acquisition of Nationwide Health Properties, Inc. (formerly NYSE:NHP) (“NHP”) in July 2011

•

Chairman of the Board, President and Chief Executive Officer of NHP (healthcare ~~real estate investment trust)~~REIT) from May 2009 to July 2011; President and Chief Executive Officer of NHP from April 2004 to July 2011; Executive Vice President and Chief Operating Officer of NHP from November 2003 to April 2004

•

Director of NHP from November 2003 through July 2011

•

Chairman of the Board and Chief Executive Officer of ARV Assisted Living, Inc. from December 1999 to September 2003 and, concurrently, President and Chief Executive Officer of Atria Senior Living Group from April 2003 to September 2003

•

Director of Terreno Realty Corporation (NYSE:TRNO) ~~(“Terreno”)~~ since February 2010

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	PROPOSAL NO. 1

•

Director of Sunstone Hotel Investors, Inc. (NYSE:SHO) since November 2011

•

Director of DineEquity, Inc. (NYSE:DIN) since March 2013

•

Director of A&B Predecessor from April 2005 through June 2012

Director 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 contributesin-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.


		Michele K. Saito Age: 58 61 Director Since: 2012

•

President and Director of DTRIC Insurance Company (insurance) since March 2014

•

Chief Operating Officer of Healthways Hawaii (healthcare) from March 2013 through July 2013

•

President and Director of Farmers Insurance Hawaii (“Farmers”) from January 2010 through August 2012

•

Executive Vice President and Chief Operating Officer of AIG Hawaii/Farmers from April 2009 through December 2009

•

Senior Vice President, Secretary and Treasurer of AIG Hawaii from 2001 through March 2009

•

Vice President of Finance and Operations of AIG Hawaii from 1995 through 2000

Director Qualifications: As President of DTRIC Insurance Company and former President of Farmers, two of Hawaii’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 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.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 8

~~PROPOSAL NO. 1~~

~~Jenai S. Wall~~

~~Age: 59~~

~~Director Since: 2015~~

~~Chairman and Chief Executive Officer of Foodland Super Market, Ltd. (“Foodland”), Food Pantry, Ltd., Kalama Beach Corporation and Pacific Warehouse Inc. since 1998~~

~~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 and~~non-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: 50

53
Director Since: 2012

Chairman of the Board since October 2020

•

Founder and Managing Partner, Hoku Capital LLC (strategic advisory services) since August 2019

•

President and Chief Operating Officer of ~~FHI since~~First Hawaiian, Inc. (“FHI”) from August 2016 through August 2019

•

President, Chief Operating Officer and Director of ~~FHB since~~First Hawaiian Bank (“FHB”) from June 2015 through August 2019

•

President and Chief Executive Officer of Hawaiian Telcom Holdco, Inc. (NASDAQ:HCOM) (“Hawaiian Telcom”) (telecommunications) from June 2008 to June 2015

•

Director of Hawaiian Telcom ~~since~~from June 2008 to July 2018

•

Chief Operating Officer of Hawaiian Electric Company, Inc. from January 2008 through June 2008

•

Financial Vice President, Treasurer and Chief Financial Officer of Hawaiian Electric Industries, Inc. (NYSE:HE) ~~(“HEI”)~~ from January 2003 through January 2008

•

Chief Operating Officer and Chief Financial Officer of The Kamehameha Schools from 2000 to January 2003

•

Director of Alaska Air Group, Inc., (NYSE:ALK) since November 2012

Director Qualifications: As former President and Chief Operating Officer of FHB and former Chief Executive Officer of Hawaiian Telecom, the state’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 operating markets through his involvement in the Hawaii business community and local community organizations.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~

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~~CERTAIN INFORMATION CONCERNING THE~~

BOARD OF DIRECTORS INFORMATION

Corporate Governance Profile.

Sound principles of corporate governance are a priority for A&B’s Board of Directors. Governance highlights include:

•

A diverse, independent board: 29% women; 43% ethnically diverse; 86% independent

•

Independent leadership, consisting of a separate chair and chief executive officer, combined with a lead independent director

•

Multiple skill sets represented on the board, as reflected in the skills matrix on page 4

•

Annual election of directors

•

A majority voting standard in uncontested director elections

•

Shareholders can amend the bylaws with a majority vote; can call special meetings with a 10% vote

•

No poison pill

•

Meaningful director share ownership guidelines

•

Annual board evaluations

•

An Audit Committee composed of a majority of Audit Committee Financial Experts

•

Mandatory retirement age of 72

•

Average tenure of 5.5 years

•

Robust shareholder engagement program

Shareholder Engagement. A&B values the views of its shareholders. During 2020, members of our management team met or offered to meet (virtually, due to the pandemic) with shareholders who cumulatively owned approximately 76 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.

Director Independence.The Board has reviewed each of its current directors and nominees and has determined that ~~all such persons, with the exception of Mr. Benjamin, Mr. Kuriyama (who retired as an employee of A&B on December 31, 2016)~~Messrs. Leong, Lewis, Pasquale and ~~Mr. Hulihee (who retired as an employee of A&B on December 31, 2015),~~Yeaman and Mses. Laing and Saito are independent under New York Stock Exchange (“NYSE”) rules. In making its independence determinations, the Board considered the ~~transactions, relationships or arrangements in “Certain Information Regarding Directors and Executive Officers~~following: Ms. Laing – ~~Certain Relationships and Transactions” below, as well as the following: Mr. Doane – his~~her status as a former ~~executive~~interim officer of A&B ~~Predecessor~~for seven months; and ~~banking relationships with FHB, an entity~~Mr. Leong – charitable donations of approximately $30,000 ($25,000 of which was provided for COVID-19-related community food distributions) made by the Company to a 501(c)(3) non-profit organization of which Mr. ~~Doane~~Leong 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; Mr. Yeaman – A&B’s banking relationships with FHB, an entity of which Mr. Yeaman is President and Chief Operating Officer; and Ms. Wall – A&B’s banking relationships with FHB, an entity of which Ms. Wall is a director.

executive officer.

Board Leadership 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.

~~Mr. Kuriyama transitioned from executive Chairman of the Board (“Chairman”) tonon-executive~~ ~~Chairman, effective January 1, 2017.~~

The Board currently has a separatenon-executive Chairman, a CEO and a Lead Independent ~~Director (currently Charles G. King, to be succeeded by Douglas M. Pasquale upon Mr. King’s retirement from the board at the Annual Meeting.~~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.

Upon the retirement of the former Chairman of the Board in September 2020, the Board appointed Eric Yeaman as the new Chairman. In selecting Mr. Yeaman, the directors considered his extensive executive experience, knowledge of the Hawaii community, contributions on A&B’s Audit and Compensation Committees, board tenure, leadership abilities and integrity. At the time, Mr. Pasquale was serving in the role of Lead Independent Director ~~allows~~and the Board concluded that he should continue in that role. The Board believes that the combination of Mr. Yeaman, as Chairman of the Board, and Mr. Pasquale, as Lead Independent Director, working closely together with our CEO, enables each person to ~~function independently from management~~bring complementary skills and ~~provide objective judgment regarding management’s performance.~~areas of expertise to create an independent and effective Board. The Board has determined that its leadership structure is appropriate for A&B at this time.

~~Lead Independent Director 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~~

~~Presiding at executive sessions ofnon-management~~ ~~Directors~~

~~Facilitating communication between the Independent Directors and the Chairman and Chief Executive Officer~~

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.

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	BOARD OF DIRECTORS INFORMATION

The Board also has oversight of the risk management process, which it administers in part through the Audit Committee. One of the Audit Committee’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.

This risk management process occurs throughout all levels of the organization, but is also facilitated through a formal process in which the Company identifies significant risks through regular discussions with all levels of management. Risk management is reflected in the Company’s compliance, auditing and risk management functions, and its ~~risk- based~~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 business segments are included in the Company’s operating and strategic plans. Cybersecurity and information security risks are among the risks discussed with the Audit Committee and reported to the full Board. The Board believes that its current leadership structure is conducive to the risk oversight process.

Pay Risk Assessment.The Compensation Committee ~~has a formal review process to consider and discuss the~~reviews compensation policies, plans and structure for ~~all of the Company’s employees, including~~ the Company’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 ~~all Company~~the 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.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


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~~CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS~~

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 ~~employee~~NEO 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~~

~~Robust stock ownership guidelines~~ The Company periodically reviews the compensation policies, plans and structure for the Company’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.

~~Multi-year vesting periods of equity awards~~

~~Capped incentive payments~~

~~Use of multiple performance metrics~~

•

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 50^th 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

~~50% of NEOs’ equity awards granted are performance-based, using total shareholder return over three years as a performance metric~~

~~Review of goal-setting by the Compensation Committee to ensure that goals are reasonable~~

~~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 these~~2020. 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.

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~~Name~~

BOARD OF DIRECTORS INFORMATION

~~Audit~~

~~Committee~~

Name

~~Compensation~~

~~Committee~~

Audit
Committee

Compensation
Committee

Nominating and Corporate
Governance Committee

Christopher J. Benjamin

~~W. Allen Doane~~

Diana M. Laing

~~member~~

Member

~~Robert S. Harrison~~

John T. Leong

Member

~~chair~~

~~David C. Hulihee~~

~~Charles G. King~~

~~chair~~

~~member~~

~~Stanley M. Kuriyama~~

Thomas A. Lewis, Jr.

~~member~~

Member

Douglas M. Pasquale

~~chair~~

Chair

~~member~~

Member

Michele K. Saito

~~member~~

Chair

Member

~~Jenai S. Wall~~

~~member~~

Eric K. Yeaman

~~member~~

Member

Chair

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~~CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS~~

Audit ~~Committee~~Committee::The current members of the Audit Committee are:

•

Mr. Pasquale, ~~Chairman~~Chair

•

Ms. Laing

•

Mr. ~~Doane~~Leong

•

Mr. Yeaman

The Board has determined that each member is independent under the applicable NYSE listing standards and SEC rules. In addition, the Board has determined that ~~Messrs.~~Mr. Pasquale, ~~Doane~~Mr. Yeaman and ~~Yeaman~~Ms. Laing are “audit committee financial 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 ~~seven~~five times during ~~2017.~~

2020.

Compensation ~~Committee~~: Committee:The current members of the Compensation Committee are:

~~Mr. King, Chairman~~•

Ms. Saito, Chair

•

Ms. Laing

•

Mr. Lewis

~~Ms. Saito~~

~~Ms. Wall~~

~~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 ~~five~~four times during ~~2017.~~

2020.

Nominating and Corporate Governance ~~Committee~~Committee::The current members of the Nominating and Corporate Governance Committee (the “Nominating Committee”) are:

The Board has determined that each member is independent under the applicable NYSE listing standards. The functions of the Nominating Committee include recommending to the Board individuals qualified to serve as directors; recommending to the Board the size and composition of committees of the Board and monitoring the functioning of the committees; advising on Board composition and procedures; reviewing corporate governance issues; overseeing the annual evaluation of the Board; and ensuring that an evaluation of management is occurring. The Nominating Committee met four times during ~~2017.~~

2020.

Nominating Committee Processes.The Nominating Committee is responsible for recommending to the Board individuals qualified to serve as directors of the Company. The Nominating Committee believes that the minimum qualifications for serving as a director are high ethical standards, a commitment to shareholders, a genuine interest in A&B and a willingness and ability to devote adequate time to a director’s duties. The Nominating Committee also may consider other factors it deems to be in the best

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	BOARD OF DIRECTORS INFORMATION

interests of A&B and its shareholders, such as business experience, financial expertise and knowledge and involvement in Hawaii communities and businesses. ~~While~~

Board Diversity: The Board believes that the Company benefits from having directors with a diversity of viewpoints, backgrounds and experiences. The Nominating Committee ~~does not have a written diversity policy, it~~ considers diversity ofwith respect to gender, ethnicity, knowledge, skills, professional experience, education and expertise, and representation in industries and geographies relevant to the Company as important factors in its evaluation of candidates.

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.

The Nominating Committee identifies potential nominees through various methods, including engaging, when appropriate, firms that specialize in identifying director candidates and by asking current directors to notify the Nominating Committee of qualified persons who might be available to serve on the Board.

The Nominating Committee will consider director candidates recommended by shareholders. In considering such candidates, the Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a

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~~CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS~~

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.

The shareholder recommendation and information described above must be sent to the Corporate Secretary at 822 Bishop Street, Honolulu, Hawaii, 96813 and must be received not less than 120 days before the anniversary of the date on which A&B’s Proxy Statement was released to shareholders in connection with the previous year’s annual meeting.

Once a potential candidate has been identified by the Nominating Committee, the Nominating Committee reviews information regarding the person to determine whether the person should be considered further. If appropriate, the Nominating Committee may request information from the candidate, review the person’s accomplishments, qualifications and references, and conduct interviews with the candidate. The Nominating Committee’s evaluation process does not vary based on whether ~~or not~~ a candidate is recommended by a shareholder.

Mr. ~~Lewis~~Leong was recommended as a director candidate to the Nominating Committee by directors, including the Chief Executive Officer.

Board and Committee Self-Evaluation Process. The Board of Directors conducts annual board and committee evaluations to assess its performance and effectiveness. As part of this process, each board member responds to a ~~third-party search firm.~~

questionnaire that includes areas for comments. Responses are discussed and both board and committee performance are evaluated at a subsequent Board meeting.

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	BOARD OF DIRECTORS INFORMATION

Corporate Governance 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~~

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

The full text of the A&B Corporate Governance Guidelines is available on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com.

Code of Ethics. A&B has adopted a Code of Ethics (the “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 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.

Code of Conduct. A&B has adopted a Code of Conduct, which is applicable to all directors, officers and employees, and is posted on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com.

A&B’s Culture. We are proud of the culture at A&B, where we are committed to being Partners for Hawaii. In 2020 we celebrated 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. Several years ago, A&B built upon its longstanding principles and developed vision, mission and values statements that guide our daily actions. These statements have been updated in 2021 to reflect the continuing evolution of the Company:

Our Vision: As Hawaii’s premier commercial real estate company, we will own and operate a superior portfolio of properties that enhances the lives of Hawaii’s people, enables our tenants to thrive and creates value for our shareholders.

Our Mission: Utilize A&B’s extensive assets, expertise, long history and deep relationships to benefit 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 their families, enjoy their work and give back to the community.

Our Values:

Integrity

Be guided in all actions by strong moral principles, in keeping with A&B’s ~~corporate website, www.alexanderbaldwin.com.~~

~~Code~~legacy of ~~Ethics.~~~~A&B has adopted a Code~~honesty and fairness.

Respect

Value and respect the unique qualities, perspectives and contributions of ~~Ethics (the “Code”) that applies~~each employee and seek to understand the ~~CEO, Chief Financial Officer~~priorities of community members.

Adaptability

Embrace innovation and ~~Controller. A copy of the Code is posted on the corporate governance page of A&B’s corporate website, www. alexanderbaldwin.com. A&B intends~~seek better approaches.

Collaboration

Share information and ideas and work together to ~~disclose any changes in or waivers from its Code by posting such information on its website.~~

~~Code of Conduct.~~~~A&B has adopted a Code of Conduct, which is applicable to all directors, officers and employees, and is posted on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com.~~

~~Shareholder Engagement.~~A&B values the views of its shareholders. During 2017, members of our management team met with shareholders who cumulatively owned 71 percent of our stock to discuss our operations, corporate governance, executive compensation and environmental initiatives and to solicit feedback on these and a variety of other topics. Shareholder perspectives are shared with the Board. Shareholder feedback was taken into account in the decision to eliminate the classified board structure and adopt a majority voting standard for director elections.

~~Compensation of Directors.~~~~The Company periodically reviews the compensation of itsnon-employee~~ Directors with the assistance of its executive compensation consultant, Willis Towers Watson (“WTW”). The compensation levels and components were last reviewed in July of 2016 and the share-ownership guidelines are reviewed annually and, in each case, were deemed to be well aligned with market competitive practices with the exception of the vesting period for annual equity grants. The 2018 annual grants will vest in their entirety a year after grant date. The following table summarizes the compensation earned by or paid to our directors (other than Mr. Benjamin, whose compensation is included in the Summary Compensation Table) for services as a member of our Board of Directors for the period from January 1, 2017 through December 31, 2017.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 13

~~CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS~~

~~2017 Director Compensation~~

  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)

W. Allen Doane



67,250

90,015

0



0



N/A

2,000

(5)

159,265

Robert S. Harrison



70,250

90,015

0



0



N/A

0

160,265

David C. Hulihee



56,750

90,015

0



0



N/A

2,000

(5)

148,765

Charles G. King



105,250

90,015

0



0



0

(3)

0

195,265

Stanley M. Kuriyama



85,750

(4)

135,023

(4)

0



0



N/A

2,000

(5)

222,773

Thomas A. Lewis, Jr.



30,024

75,021

0



0



N/A

0

105,045

Douglas M. Pasquale



87,250

90,015

0



0



N/A

0

177,265

Michele K. Saito



64,250

90,015

0



0



N/A

0

154,265

Jenai S. Wall



64,250

90,015

0



0



N/A

0

154,265

Eric K. Yeaman



67,250

90,015

0



0



N/A

0

157,265

~~(1)~~

Represents the aggregate grant-date fair value of restricted stock unit awards granted in 2017 as computed under ASC Topic 718. See discussion of the assumptions underlying the valuation of equity awards included in Note 13 of the Company’s consolidated financial statements, included in the Company’s 2017 Annual Report on Form~~10-K.~~ At the end of 2017, Mr. King had 36,626 restricted stock units, Messrs. Doane, Harrison, Pasquale and Yeaman and Messes. Saito and Wall each had 4,219 restricted stock units, Mr. Lewis had 1,846 restricted stock units, Mr. Hulihee had 4,121 restricted stock units and 937 performance stock units, and Mr. Kuriyama had 8,802 restricted stock units and 8,679 performance stock units.

~~(2)~~

At the end of 2017, Mr. Kuriyama had 218,810 stock option awards outstanding. No other director has any outstanding options and no new director options have been granted by A&B or by A&B Predecessor since 2007.

~~(3)~~

Mr. King’s amount is attributable to the aggregate change in the actuarial present value of his accumulated benefit under a defined benefit pension plan for directors, which was frozen in 2004. The change in pension value was a decrease of $4,052. No other A&B director is eligible to participate in the plan.

~~(4)~~

~~Represents compensation paid to Mr. Kuriyama as non-executive Chairman of the Board.~~

~~(5)~~

~~Represents charitable contributions under the matching gifts program described on page 14 below.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 14

~~CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS~~

~~Our Board of Directors approved the followingnon-employee~~ ~~director compensation schedule of annual fees, which was developed with the assistance of WTW.~~


~~Pay Element~~		~~Amount~~
~~Annual Board Retainer~~		$	~~56,000~~
~~Chairman of the Board Annual Retainer~~		$	~~85,000~~
~~Lead Director Retainer (in addition to Board Retainer)~~		$	~~25,000~~
~~Committee Chair Retainers (in addition to Committee Member Retainer)~~	• ~~Audit~~	$	~~14,000~~
	• ~~Compensation~~	$	~~10,000~~
	• ~~Nominating and Corporate Governance~~	$	~~7,500~~
~~Committee Member Retainers (in addition to Board Retainer)~~	• ~~Audit~~	$	~~9,000~~
	• ~~Compensation~~	$	~~7,500~~
	• ~~Nominating and Corporate Governance~~	$	~~6,000~~
~~Annual Equity Award~~		$	~~90,000~~
~~Chairman of the Board Equity Award~~		$	~~135,000~~

~~Directors are provided an additional per meeting fee of $750 if the number of board or committee meetings exceeds an annual predefined number, which is currently set at:~~

~~Board—7 meetings~~

~~Audit—6 meetings~~

~~Compensation—5 meetings~~

~~Nominating and Corporate Governance—4 meetings~~

Under the terms of the Alexander & Baldwin, Inc. 2012 Incentive Compensation Plan (“2012 Plan”), an automatic annual grant of approximately $90,000 in restricted stock units (“RSUs”) is made to each director and approximately $135,000 in RSUs is granted to the Chairman of the Board 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 annual grants made in April 2018, awards will vest in their entirety on theirone-year~~ ~~grant date anniversary.Non-employee~~ ~~directors may defer all or a portion of their vested shares until cessation of board service or the fifth anniversary of the award date.Non-employee~~ directors may defer half or all of their annual cash retainer and meeting fees until retirement or until a later date they may select. Directors who are employees of A&B or its subsidiaries do not receive compensation for serving as directors.

~~Under A&B Predecessor’s retirement plan for directors, which was frozen effective December 31, 2004, a director with five or more years of service will receive alump-sum~~ payment upon retirement or attainment of age 65, whichever is later, that is actuarially equivalent to a payment stream for the life of the director consisting of 50 percent of the amount of the annual retainer fee in effect on December 31, 2004, plus 10 percent of that amount for each year of service as a director over five years (up to an additional 50 percent). Only Mr. King has an accrued benefit under the retirement plan for directors.

~~Director Business Travel Accident Coverage.~~~~Directors have coverage of $200,000 for themselves and $50,000 for their accompanying spouses while traveling on A&B business.~~

~~Matching Gift Program.~~~~Directors may participate in A&B’s matching gifts program for employees, in which A&B matches contributions to qualified cultural and educational organizations up to a maximum of $3,000 annually.~~

~~Director Share Ownership Guidelines.~~~~The Board has adopted guidelines that encourage eachnon-employee~~ director to own A&B common stock (including RSUs) with a value of $280,000, which is five times the current cash retainer of $56,000, within five years of becoming a director. All directors have met or are on track to meet the established guidelines.

~~Communications with Directors.~~Shareholders and other interested parties may contact any of the directors by mailing correspondence “c/o A&B Law Department” to A&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.

~~In addition, A&B’s directors are encouraged to attend the Annual Meeting of Shareholders. All of the A&B directors then in office attended the 2017 Annual Meeting.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 15

~~SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS~~

The following table lists the names and addresses of the only shareholders known by A&B on February 15, 2018 to have owned beneficially more than five percent of A&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 Owner



Amount of
Beneficial Ownership

Percent of
Class*

BlackRock, Inc.
40 East 52nd Street
New York, NY 10022



7,549,860

(a)

15.31

%

The Vanguard Group
100 Vanguard Blvd.
Malvin, PA 19355



7,545,339

(b)

15.30

%

T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202



3,523,890

(c)

7.1

%

~~As of December 31, 2017, prior to the payment of the REIT special distribution on January 23, 2018.~~

~~(a)~~

As reported in Amendment No. 8 to Schedule 13G dated January 17, 2018 (the “BlackRock 13G”) filed with the SEC. According to the BlackRock 13G, as of December 31, 2017, BlackRock, Inc. has sole voting power over 7,404,696 shares and sole dispositive power over 7,549,860 shares and does not have shared voting or shared dispositive power over any shares.

~~(b)~~

As reported in Amendment No. 7 to Schedule 13G dated February 7, 2018 (the “Vanguard 13G”) filed with the SEC. According to the Vanguard 13G, as of December 31, 2017, The Vanguard Group has sole voting power over 51,808 shares and sole dispositive power over 7,491,531 shares, has shared voting power over 6,100 shares, and has shared dispositive power over 53,808 shares.

~~(c)~~

As reported in Schedule 13G dated February 14, 2018 (the “T. Rowe 13G”) filed with the SEC. According to the T. Rowe 13G, T. Rowe Price Associates has sole voting power over 480,849 shares and sole dispositive power over 3,523,890 shares and does not have shared voting or shared dispositive power over any shares.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 16

~~CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS~~

~~Security Ownership of Directors and Executive Officers.~~The following table shows the number of shares of A&B common stock beneficially owned as of February 15, 2018 by each director and nominee, by each executive officer named in the “Summary Compensation 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.

  Name or Number in Group



Number of Shares
Owned (a)(b)

Stock Options (c)


Total


Percent of Class

W. Allen Doane



66,776

0



66,776



0.1

Robert S. Harrison



16,608

0



16,608



—

David C. Hulihee



3,202,718

0



3,202,718



4.5

Charles G. King



73,297

0



73,297



0.1

Stanley M. Kuriyama



399,779

218,810



618,589



0.9

Thomas A. Lewis, Jr.



0

(d)

0



0



—

Douglas M. Pasquale



54,585

0



54,585



0.1

Michele K. Saito



14,984

0



14,984



—

Jenai S. Wall



3,486

0



3,486



—

Eric K. Yeaman



16,608

0



16,608



—

Christopher J. Benjamin



147,567

190,319



337,886



0.5

James E. Mead



0

(d)

0



0



—

Nelson N. S. Chun



117,606

68,932



186,538



0.3

Meredith J. Ching



82,626

95,657



178,283



0.2

Lance K. Parker



9,486

1,740



11,226



—

Paul K. Ito



66,571

0



66,571



0.1

17 Directors and Executive Officers as a Group



4,275,694

575,458



4,851,152



6.7

~~(a)~~

~~Amounts include 28,404 shares held in a trust by the spouse of Mr. Benjamin, 213 shares held by the spouse of Ms. Ching and 107,937 shares pledged by Mr. Kuriyama as security for a loan.~~

~~(b)~~

Amounts include shares as to which certain persons have (i) shared voting and dispositive power, as follows: Mr. Hulihee—2,840 shares, Mr. Pasquale—54,585 shares, Ms. Ching—3,976 shares, and directors, nominees and executive officers as a group—63,387 shares and (ii) sole voting power only: Ms. Ching—622 shares, and directors and executive officers as a group—622 shares.

~~(c)~~

Amounts reflect shares deemed to be beneficially owned because they may be acquired prior to April 15, 2018 through the exercise of stock options. Amounts do not include 413,433 restricted stock units that have been granted to the directors and executive officers as a group that may not be acquired prior to April 15, 2018.

~~(d)~~

~~Messrs. Lewis and Mead have been awarded 2,905 and 39,784 restricted stock units, respectively.~~

~~Section16(a) Beneficial Ownership Reporting Compliance.~~Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires A&B’s directors and executive officers, and persons who own more than 10 percent of A&B’s common stock, to file reports of ownership and changes in ownership with the SEC. A&B believes that, during fiscal 2017, its directors and executive officers filed all reports required to be filed under Section 16(a) on a timely basis.

~~Certain Relationships and Transactions.~~~~A&B has adopted a written policy under which the Audit Committee mustpre-approve~~ ~~all related person transactions that are disclosable under Item 404(a) of SEC RegulationS-K.~~ Prior to entering into a transaction with A&B, directors and executive officers (and their family members) must make full disclosure of all facts and circumstances to the Law Department. The Law Department then determines whether such transaction requires the approval of the Audit Committee. The Audit Committee considers all of the relevant facts available, including (if applicable) but not limited to: the benefits to the Company; the impact on a director’s or executive’s independence, 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

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 17

~~CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS~~

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,find the best ~~interests of the Company~~solutions.

Decisiveness

Make clear 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~~timely decisions and ~~approval.~~

Accountability

Hold ourselves accountable for ~~review~~delivering results 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 Audit Committee members between meetings. Approval by a majority of the Committee members will be sufficient to approve the related person transaction. If a related person transaction is approved in this manner, the action will be reported at the next Audit Committee meeting.

recognizing achievement.

A&B’s business strategy is Hawaii-focused and, accordingly, a number of our 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 Hawaii’s fourth largest private landowner, 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 is 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 A&B.

~~Related Person Relationships with First Hawaiian Bank:~~LEXANDER~~Robert S. Harrison and Eric K. Yeaman, directors of A&B, are Chairman and Chief Executive Officer, and President and Chief Operating Officer, respectively, of FHB.~~

~~FHB is the largest bank in Hawaii and is thetop-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 (i) has a 15.6 percent participation in A&B’s $450 million revolving credit and term loan agreement (the “Revolver”), of which, in 2017, the largest aggregate amount of principal outstanding was $146,000,000; $137,000,000 and $2,229,487 were paid in principal and interest, respectively, to Revolver lenders that include FHB; and $158,000,000 was outstanding on February 15, 2018, 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) has a $5,000,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2017, the largest aggregate amount of principal outstanding was $4,300,000; $227,000 and $162,000 were paid in principal and interest, respectively; and $4,000,000 was outstanding on February 15, 2018, with interest payable at a rate of LIBOR plus 2 percent, 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) has a $11,700,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2017, the largest aggregate amount of principal outstanding was $11,700,000; $0 and $475,000 were paid in principal and interest, respectively; and $11,700,000 was outstanding on February 15, 2018, with interest payable at a rate of LIBOR plus 3.0 percent, (iv) has a $25,000,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2017, the largest aggregate amount of principal outstanding was $23,000,000; $600,000 and $700,000 were paid in principal and interest, respectively; and $12,600,000 was outstanding on February 15, 2018, with interest payable at a rate of LIBOR plus 3.0 percent, and of which a subsidiary of A&B is a guarantor in the amount of the lesser of $2,500,000 or the outstanding indebtedness, and (v) is a commercial tenant in three properties owned by A&B subsidiaries, under leases with terms that expire between 2022 and 2063, with aggregate gross rents in 2017 of $831,000 and aggregate net rent from and after January 1, 2018 to the expiration date of the leases of $9,128,000.

In addition, after the acquisition of Grace Pacific on October 1, 2013, FHB has the following loans or lines of credit with the Company or its subsidiaries/affiliates: (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, of which, in 2017, there was no principal balance outstanding; and no amount was outstanding

A~~LEXANDER~~ & BALDWIN, INC. ◾NC. ~~2018~~▪ 2021 PROXY STATEMENT


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PAGE13

BOARD OF DIRECTORS INFORMATION

~~CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS~~

on February 15, 2018, with interest payable at rates between 1.82 percent to 2.25 percent plus LIBOR; (ii) an $18,000,000 loan, of which, in 2017, the largest aggregate amount of principal outstanding was $6,450,000; $1,847,000 and $271,000 were paid in principal and interest, respectively; and $4,258,000 was outstanding on February 15, 2018, with interest payable at a rate of 5.19 percent; and (iii) a $13,500,000 loan, of which, in 2017, the largest aggregate amount of principal outstanding was $2,575,000; $2,575,000 and $24,000 were paid in principal and interest, respectively; and no amount was outstanding on February 15, 2018, with interest payable at a rate of 1.85 percent.

~~Jenai S. Wall, a director~~

Corporate Responsibility and Sustainability. Prioritizing environmental, social and governance (“ESG”) issues aligns with A&B’s mission to improve Hawaii’s communities and create value for all stakeholders. We understand our responsibility to the environment and the communities in which we operate and are dedicated to making continued improvements in our efforts. A number of our 2020 ESG highlights are listed below.

•

Published our inaugural corporate sustainability report.

•

Continued an energy efficiency program for various properties in our portfolio, with savings in 2020 of over 850,000 KWH. The program in its current state is expected to result in a reduction of more than 9,000 tons of carbon over the next ten years and is being expanded to additional properties in our portfolio.

•

Engaged in responsible development like our Lau Hala Shops project, where we created an innovative community gathering place with the adaptive reuse of an existing structure, energy efficient lighting and air conditioning, efficient water usage systems and solar-powered trash compactors. The project received both national and local awards for its adaptive renovation.

•

Produced 41,000+ MWH from clean energy (hydroelectric and solar) sources – enough to offset over 40% of the energy used by our entire 3.9 million square-foot commercial real estate portfolio and our corporate headquarters.

•

Increased our focus on diversity, equity and inclusion, supporting A&B Pride (a LGBTQ affinity group), a women’s leadership development group, and a “Green Team.” Our efforts have been recognized both nationally and locally, as we received Nareit’s Silver Award for its Diversity, Equity and Inclusion Recognition Awards and Pacific Business News’s Business of Pride corporate award.

•

Supported our employees, tenants and community throughout the COVID pandemic, as described further in the “Performance in 2020” section later in this proxy statement.

•

Strengthened our engagement with our employees, increasing communications and connectivity with our employees as they worked remotely and conducting our fourth annual employee survey.

•

Gave $950,000 in cash and in-kind donations to 230 organizations in 2020; over the last five years, we have donated over $5.5 million to 640+ organizations.

•

Increased our Board’s independence and maintained diversity through changes in Board composition.

A&B values diversity and strives to create an inclusive workplace where everyone is able to bring their whole selves to work. We believe that a diverse workforce creates value by fostering greater creativity, innovation and inclusive connection among our employees and our community. Diversity is an important part of A&B’s human capital management practices and long-term strategy. Additional information, including workforce diversity statistics, was included in our inaugural corporate responsibility report published in August 2020.

Our leadership team and the Board of Directors are committed to ESG issues. Consideration of ESG 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, including diversity. We regularly seek input from our investors on ESG and other topics. In 2020, we conducted an ESG-specific virtual roadshow, meeting or offering to meet with governance teams from investors representing approximately 68% of our stock, including some of our largest passive investors. This outreach is part of our commitment to communicate with our shareholders.

Compensation of Directors. The Compensation Committee periodically reviews the compensation of A&B’s non-employee Directors with the assistance of its independent compensation consultant, Willis Towers Watson (“WTW”). The compensation levels and components were last reviewed in October 2018 and the Company’s share-ownership guidelines are reviewed annually. In each case, they were deemed to be well aligned with market competitive practices and remain unchanged in 2020. The following table summarizes the compensation earned by or paid to our directors (other than Mr. Benjamin, A&B CEO, whose compensation is included in the Summary Compensation Table and who receives no compensation for serving on the Board) for services as a member of our Board of Directors for the period from January 1, 2020 through December 31, 2020.

A&B, is Chairman and Chief Executive Officer of Foodland. Foodland or its subsidiaries are commercial tenants in eight properties owned by A&B subsidiaries, under leases with terms that expire between 2018 and 2031, with aggregate gross rents in 2017 of $4,062,000 and aggregate net rent from and after January 1, 2018 to the expiration date of the leases of $10,913,000. These leases were entered into in the ordinary course of business, and all but four were in effect prior to the election of Ms. Wall as a director.

ALEXANDER & BALDWIN, INC. ◾NC. ~~2018~~▪ 2021 PROXY STATEMENT


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BOARD OF DIRECTORS INFORMATION

2020 DIRECTOR COMPENSATION

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)
W. Allen Doane(3)		21,250		0		N/A		N/A		N/A		0		21,250
Robert S. Harrison(3)		25,173		0		N/A		N/A		N/A		0		25,173
Stanley M. Kuriyama(4)		198,750		135,009		N/A		N/A		N/A		0		333,759
Diana M. Laing		64,178		90,010		N/A		N/A		N/A		0		154,188
John T. Leong		15,614		52,503		N/A		N/A		N/A		0		68,117
Thomas A. Lewis, Jr.		64,250		90,010		N/A		N/A		N/A		0		154,260
Douglas M. Pasquale		110,750		90,010		N/A		N/A		N/A		2,000(5)		202,760
Michele K. Saito		80,250		90,010		N/A		N/A		N/A		0		170,260
Eric K. Yeaman(6)		81,345		116,261		N/A		N/A		N/A		0		197,606

(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.

Pay Element		Amount
Annual Board Cash Retainer			$	56,000
Chairman of the Board Annual Cash Retainer			$	85,000
Lead Director Annual Cash Retainer			$	81,000
Committee Member Cash Retainers (in addition to Board Cash Retainer)	• Audit • Compensation • Nominating and Corporate Governance		$ $ $	9,000 7,500 6,000
Committee Chair Cash Retainers (in addition to Committee Member Cash Retainer)	• Audit • Compensation • Nominating and Corporate Governance		$ $ $	14,000 10,000 7,500
Annual Equity Award			$	90,000
Chairman of the Board Equity Award			$	135,000

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BOARD OF DIRECTORS INFORMATION

Directors are provided an additional per meeting fee of $750 if the number of board or committee meetings they attend exceeds an annual predefined number, which is currently set at:

•

Board – 7 meetings

•

Audit – 6 meetings

•

Compensation – 5 meetings

•

Nominating and Corporate Governance – 4 meetings

Under the terms of the Alexander & Baldwin, Inc. 2012 Incentive Compensation Plan (“2012 Plan”), an automatic annual grant of restricted stock units (“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 vest in their entirety on their one-year grant date anniversary. 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.

Director Business Travel Accident Coverage. Non-management directors have coverage of $200,000 for themselves and $50,000 for their accompanying spouses while traveling on A&B business.

Matching Gift Program. Directors may participate in A&B’s matching gifts program for employees, in which A&B matches contributions to eligible cultural, educational and other non-profit organizations up to an aggregate maximum of $3,000 annually.

Director Share Ownership Guidelines. The Board has adopted guidelines that encourage each non-employee director to own A&B common stock (including RSUs) with a value of $280,000, which is five times the current annual board retainer of $56,000, within five years of becoming a director. All current directors have met or are on track to meet the established guidelines within the required timeframe.

Communications with Directors. Shareholders and other interested parties may contact any of the directors by mailing correspondence “c/o A&B Law Department” to A&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.

In addition, A&B’s directors are encouraged to attend the Annual Meeting of Shareholders. All the current A&B directors who were directors as of the 2020 Annual Meeting attended the Annual Meeting.

A~~EXECUTIVE COMPENSATION~~LEXANDER

& B~~Compensation Discussion~~ALDWIN, INC. ▪ 2021 PROXY STATEMENT

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SHAREHOLDERS SECURITY OWNERSHIP

The following table lists the names and addresses of the only shareholders known by A&B on February 18, 2021 to have owned beneficially more than five percent of A&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 ~~Analysis (“CD&A”~~Address of
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 ~~CD&A addresses~~ Vanguard Group
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%

(a)

As reported in Schedule 13G dated January 25, 2021 (the “BlackRock 13G”) filed with the SEC. According to the BlackRock 13G, as of December 31, 2020, BlackRock, Inc. has sole voting power over 11,342,322 shares and sole dispositive power over 11,477,731 shares and does not have shared voting or shared dispositive power over any shares.

(b)

As reported in Amendment No. 9 to Schedule 13G dated February 8, 2021 (the “Vanguard 13G”) filed with the SEC. According to the Vanguard 13G, as of December 31, 2020, The Vanguard Group has no sole voting power over any shares and sole dispositive power over 10,265,706 shares, has shared voting power over 74,874 shares, and has shared dispositive power over 131,560 shares.

(c)

As reported in Amendment No. 2 to Schedule 13G dated February 15, 2021 (the “Wellington 13G”) filed with the SEC. According to the Wellington 13G, as of December 31, 2020, Wellington Management Group LLP has shared voting power over 4,835,617 shares and shared dispositive power over 5,672,181 shares and does not have sole voting or sole dispositive power over any shares.

A&B’s compensation practices for 2017 for the six executive officers named in the Summary Compensation Table on page 33 (collectively, the “Named Executive Officers” or “NEOs”). On July 10, 2017 the Company hired James E. Mead as Chief Financial Officer and entered into an Employment Agreement with Mr. Mead as described on page 29. In order to facilitate a smooth transition with the former Chief Financial Officer, Mr. Paul K. Ito, the Company also executed a retention agreement, as amended, with Mr. Ito as described on page 29. The compensation for the following NEOs is addressed in the CD&A:

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~~Christopher J. Benjamin, President and Chief Executive Officer~~

PAGE17

DIRECTORS AND EXECUTIVE OFFICERS INFORMATION

Security Ownership of Directors and Executive Officers. The following table shows the number of shares of A&B common stock beneficially owned as of February 18, 2021 by each director and nominee, by each executive officer named in the “Summary Compensation 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.

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

(a)

Amounts include 28,404 shares held in a trust by the spouse of Mr. Benjamin and 213 shares held by the spouse of Ms. Ching.

(b)

Amounts include shares as to which certain persons have (i) shared voting and dispositive power, as follows: Mr. Pasquale – 78,975 shares, Ms. Ching – 3,976 shares, and directors, nominees and executive officers as a group – 82,951 shares and (ii) sole voting power only: Ms. Ching – 658 shares, and directors and executive officers as a group – 658 shares.

(c)

Shares owned by Mr. Brown are held in a brokerage margin account.

(d)

Amounts reflect shares deemed to be beneficially owned because they may be acquired prior to April 19, 2021 through the exercise of stock options. Amounts do not include 528,407 restricted stock units or performance share units that have been granted to the directors and executive officers as a group that may not be acquired prior to April 19, 2021.

Certain Relationships and Transactions. A&B has adopted a written policy under which the Audit Committee must pre-approve all related person transactions that are disclosable under Item 404(a) of SEC Regulation S-K. Prior to entering into a transaction with A&B, directors and executive officers (and their family members) must make full disclosure of all facts and circumstances to the Law Department. The Law Department then determines whether such transaction requires the approval of the Audit Committee. The Audit Committee considers all of the relevant facts available, including (if applicable) but not limited to: the benefits to the Company; the impact on a director’s or executive’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.

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 Audit Committee members between meetings.

~~James E. Mead, Executive Vice President and Chief Financial Officer~~

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~~Nelson N. S. Chun, Executive Vice President and Chief Legal Officer~~

PAGE18

Approval by a majority of the Committee members will be sufficient to approve the related person transaction. If a related person transaction is approved in this manner, the action will be reported at the next Audit Committee meeting.

A&B’s business strategy is Hawaii-focused and, accordingly, a number of our 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 is 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 A&B.

Related Person Relationships with First Hawaiian Bank: Robert S. Harrison, former director of A&B through April 26, 2020, is Chairman and Chief Executive Officer of FHB.

•

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 Mr. Harrison joining the Board.

•

The Audit Committee reviewed 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 2020, the largest aggregate amount of principal outstanding was $231.0 million. For 2020, the Company had net borrowings of $12.3 million and paid interest of $3.6 million to Revolver lenders that include FHB. As of February 18, 2021, outstanding borrowings were $111.0 million, bearing interest at a rate of LIBOR, plus an applicable rate between 1.25 and 2.05 percent based upon a pricing grid using the ratio of debt to total adjusted asset value, as defined in the agreement.

(ii)

A loan of $5.0 million made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2020, the largest aggregate amount of principal outstanding was $3.7 million. During 2020, interest payments of $29,400 were made, and the principal loan amount of $3.7 million was paid off.

(iii)

A $60.0 million loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2020, the largest aggregate amount of principal outstanding was $59.5 million; $1.6 million was paid in principal with an interest rate hedge fixed to 3.135 percent of which net interest paid was $1.9 million; and $57.6 million was outstanding on February 18,2021.

(iv)

A $8.5 million share of A&B’s $50.0 million syndicated term loan facility, of which, in 2020, the largest aggregate amount of principal outstanding was $50.0 million. Interest on outstanding amounts is based on LIBOR plus a margin ranging from 1.20 and 2.00 percent, determined using a pricing grid (based on A&B’s Total Debt to Total Adjusted Asset Value Ratio, as defined in the loan agreement). In 2020, total interest of $1.2 million was paid and there were no principal payments. As of February 18, 2021, $50.0 million was outstanding. On February 13, 2020, the Company entered into a swap agreement with an unrelated financial institution to fix the base rate at 1.349 percent in lieu of LIBOR, pursuant to which payments on this swap agreement totaled $0.4 million during 2020.

(v)

Lease agreements whereby FHB is a commercial tenant in two properties owned by A&B subsidiaries, under leases with terms that expire between 2021 and 2063, with aggregate gross rents in 2020 of $0.5 million and aggregate net rent from and after January 1, 2021 to the expiration date of the leases of $8.6 million.

In addition, after the acquisition of Grace Pacific Corporation (“Grace Pacific”) on October 1, 2013, FHB has a line of credit totaling $2.0 million with an unconsolidated joint venture in which a subsidiary of A&B is a 50 percent member. Borrowings under the line of credit bear interest at rates between 1.82 percent to 2.25 percent plus LIBOR. There were no principal balance amounts outstanding during 2020, and there was no amount outstanding as of February 18, 2021.

~~Meredith J. Ching, Executive Vice President, External Affairs~~

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~~Lance K. Parker, Executive Vice President and Chief Real Estate Officer~~

PAGE19

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

The CD&A addresses A&B’s compensation practices for 2020 for the five executive officers named in the Summary Compensation Table on page 30 (collectively, the “Named Executive Officers” or “NEOs”). The compensation for the following NEOs is addressed in the CD&A:

~~Paul K. Ito, former Senior Vice President, Chief Financial Officer and Treasurer~~

~~Executive Summary~~

~~In 2017, our executive compensation program received strong support from shareholders, with over 97% of the~~•

Christopher J. Benjamin, President and Chief Executive Officer

•

Brett A. Brown, Executive Vice President and Chief Financial Officer

•

Lance K. Parker, Executive Vice President and Chief Real Estate Officer

•

Nelson N. S. Chun, Executive Vice President and Chief Legal Officer

•

Meredith J. Ching, Executive Vice President, External Affairs

Executive Summary

The COVID-19 pandemic brought on one of the greatest challenges in our Company’s history and adversely impacted the economy, financial markets and Hawaii’s business environment in 2020.

A&B responded to the pandemic with swift and strategic actions that focused on our employees, our tenants, our communities and our shareholders. Some of these actions included:

Safety and health. A COVID-19 taskforce was formed with the purpose of creating safety protocols and educational resources for our employees and visitors. The key objective of all policies and procedures was the importance of safety and health as it relates to our employees and visitors.

Support for our employees. Very early into the pandemic, we implemented a work from home plan that allowed us to remain operational by employing technologies that had been implemented in recent years including cloud-based services and storage and remote-working tools. We also offered flexible work arrangements, stayed connected with employees through frequent town hall meetings, and held a significant number of employee activities and learning events throughout the year.

Support for our tenants. We worked proactively with our tenants on a case-by-case basis, assisting them as appropriate. We provided financial relief, supported the operational and facilities changes required for them to remain safely operating, assisted impacted tenants with marketing support, and provided guidance in accessing government relief resources.

Support for our communities. Early into the pandemic, we pivoted our strategic areas of community giving to include emerging COVID-related needs, prioritizing food and housing insecurity. By year’s end, we directed $277,000, or 29%, of total 2020 charitable giving to pandemic relief efforts. These donations supported a spectrum of community needs, including meals for impacted families, emergency rental assistance and homelessness prevention programs, and donations to support remote learning for students in disenfranchised communities across Hawaii. We also provided the use of our properties to distribute food to financially-impacted residents and teamed with the Hawaii Farm Bureau to distribute local produce and protein food boxes to our affected tenants and employees.

Our shareholders. We took decisive actions in the best interests of our shareholders, including drawing strategically on our credit facility to ensure adequate capital in light of the uncertainty created by the pandemic, protecting our core commercial real estate business, advancing our simplification strategy and reinstating a fourth quarter dividend at the end of 2020.

Despite the challenges created by COVID-19, the Company did not adjust its financial performance targets or exercise discretion based on COVID-19 impacts and did not provide base salary increases to NEOs. In 2020, our executive compensation program received strong support from shareholders, with approximately 97% of the Say-on-Pay votes cast in favor of the program. We believe this is because our pay program links pay with performance, aligns pay with shareholder interests and follows good governance practices. The vote on executive compensation is just one source of insight regarding shareholder views on our compensation practices. A&B also has an extensive shareholder outreach program that incorporates discussion of various governance topics, including compensation. In 2020, we met or offered to meet (virtually, due to the pandemic) on environmental, social and governance-focused matters and company operations with shareholders owning approximately 76% of our stock. The

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	PAGE20
	EXECUTIVE COMPENSATION

feedback we received regarding our compensation practices was very positive. The Compensation Committee welcomes shareholder perspectives on our program and is informed regarding feedback gathered in discussions with shareholders.

Approach to Compensation Governance. The Compensation Committee consistently evaluates the Company’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% of CEO and 66% of other NEO target total direct compensation (“TDC”) 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.

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 ~~practices. A&B also has an extensive~~programs

•

Anti-hedging policies established

•

No repricing or replacing of underwater stock options without prior shareholder ~~outreach program that incorporates discussion~~approval

•

Pay risk assessments

Performance in 2020

Financial results in 2020 were negatively impacted by the COVID-19 pandemic, with net operating income down 9.5% compared to 2019. However, our second half results demonstrated positive momentum on several strategic fronts, including continued non-core asset monetization, improved Grace Pacific performance and the moderate recovery of our CRE collections. Our portfolio showed resilience, reflecting our balance of needs-based retail, industrial and ground leases. We also 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 continued, with some indications of progress in 2020. Organizational streamlining, professional and corporate culture development, process improvements, strategic planning efforts, ESG initiatives and meaningful cost reductions also were implemented throughout the Company in 2020.

While not reflected in financial metrics, it is important to state that the management team was instrumental in effectively leading the workforce, preserving financial liquidity, advancing strategic priorities and enhancing organizational culture during an unprecedented period.

Compensation Overview

The Company’s executive compensation programs are administered by its Compensation Committee. The Compensation Committee has retained WTW to provide advice and analysis on the design, structure and level of executive compensation for A&B.

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	EXECUTIVE COMPENSATION

Compensation Philosophy and Objectives. The Company seeks to align its objectives with shareholder interests through a compensation program that attracts, motivates and retains qualified and effective executives, and rewards performance and results. To achieve this, the Company uses the following pay elements, which are described more fully under the “Pay Elements” section of the CD&A:

Element of various governance topics, including compensation. In 2017 we met on governance-focused matters with shareholders owning a significant percentage of our stock. The feedback we received regarding our compensation practices was very positive. The Compensation Committee welcomes shareholder perspectives on our program and is informed regarding feedback gathered in discussions with shareholders.

~~Approach to Compensation Governance~~.The Compensation Committee consistently evaluates the Company’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. 76% of CEO and 63% of other NEO target total direct compensation (“TDC”) is performance-based pay aligned with shareholder interests. A&B adheres to good governance practices, as listed below, to ensure that it adopts the best practices to the extent that they are best aligned to the business goals and strategy of the Company as well as shareholder interests.

~~Promote Good Pay Practices~~

• ~~Direct components of pay are generally targeted at the 50~~^th ~~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~~

• ~~Double triggerchange-in-control~~ ~~severance that requires both achange-in-control~~ ~~and termination of employment before any payments are made~~

• ~~Robust stock ownership guidelines for senior executives~~

• ~~NEOs participate in the same health and welfare benefit plans as other salaried employees~~

• ~~“Clawback” policies established for executives~~

Pay

Composition

Metrics

Rationale

Base Salary

Cash

—

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾• ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 20

~~EXECUTIVE COMPENSATION~~

• ~~Use of tally sheets and wealth assessments~~

• ~~Conducted shareholder outreach to solicit input and gain investor perspectives on our compensation programs~~

• ~~Reasonable severance orchange-in~~ ~~control provisions~~

• ~~Anti-hedging policies established~~

• ~~Reasonable internal pay ratios~~

• ~~No repricing or replacing of underwater stock options without prior shareholder approval~~

• ~~Review of realizable pay of NEOs~~

• ~~Pay risk assessments~~

~~Performance Accomplishments in 2017. In~~2017, the Company achieved a major strategic milestone as it completed all necessary steps to allow the Company to elect REIT status for the 2017 tax year. The REIT structure is essential to the Company’s Hawaii growth strategy and its ability to create value for shareholders, with benefits that include enhancing the Company’s ability to compete for the acquisition of Hawaii assets (including the ability to issue operating partnership units to acquire assets), lowering the cost of capital (via improved liquidity of the Company’s stock and reduced net asset value discount), increasing the return of capital to shareholders (via increased regular dividends), providing access to a broader investor base, and allowing continued ownership of~~non-REIT~~ eligible businesses. Additionally, during the year, the Company continued to make significant progress toward the Company’s strategic objectives to simplify its business model, focus on growing the cash flow and portfolio value of its commercial real estate assets, accelerate the monetization of the development pipeline, and adhere to disciplined and prudent financial management.

~~Commercial Real Estate Segment~~

~~In 2017, A&B continued to concentrate on its Hawaii-focused commercial real estate strategy to increase its recurring earnings and cash flows. Notable highlights for 2017 are as follows:~~

~~Cash net operating income (“Cash NOI”)(1) of $84.8 million from the portfolio increased 2.2% in 2017 compared to 2016.~~

~~Same-store Cash NOI(1) was $75.6 million in 2017, up 4.8% compared to 2016.~~

~~Occupancy was 93.6%, or up 1.4% in 2017, compared to 2016.~~

Signed 211 leases, consisting of 85 new leases and 126 renewals, covering approximately 909,000 square-feet of gross leasable area in 2017 at an average increase of 13.9% in annualized base rent per square foot.

~~Completed landlord construction of the Pearl Highlands food court renovation in 2017 at a 10.0%–10.3% estimated stabilized yield on cost of $6.0 million. The space is now 83% leased.~~

Substantially completed the redevelopment of the Lau Hala Shops (former Kailua Macy’s site), with a planned completion date in 2018. Leases and letters of intent have been signed for 88% of the space. The estimated stabilized yield on cost of $21.0 million is 10.5%–12.8%.

~~Made significant progress onpre-construction~~ development efforts at Ho’okele Shopping Center on Maui in 2017. Construction is scheduled to begin in the first quarter of 2018 with a planned completion date in late 2019. Leases and letters of intent have been signed for 88% of the space at Ho’okele. The estimated stabilized yield on cost of $41.9 million is 7.4%–8.6%.

~~Land Operations Segment~~

Upon cessation of the Company’s sugar operations, the Company realigned its operations pursuant to which its diversified agricultural activities were combined with its development for sale activities for financial reporting purposes. The Land Operations segment is focused on managing activities conducted on the Company’s landholdings (historical and acquired), including diversified agriculture, renewable energy and development for sale. Significant accomplishments in 2017 included:

~~Substantially completed construction at the Company’s70-unit~~ ~~joint venture project, Keala o Wailea, with 66 units under binding sales contracts.~~

~~(1)~~

~~Refer to pages 43 and 44 for reconciliations of GAAP tonon-GAAP~~ ~~measures.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 21

~~EXECUTIVE COMPENSATION~~

Closed on the sale of an oceanfront lot on Kahala Avenue for approximately $14 million, closed on the sale of a vacant Kauai parcel for a price of $8 million, and sold five vacant Maui parcels for $18 million, including proceeds of $4 million designated for reinvestment in commercial properties under §1031 exchange transactions.(2)

~~Closed on 35 units at the Company’s Kamalani residential project on Maui, generating sales revenue of approximately $13 million.~~

~~Closed on 15 unit sales at the Company’s Kukui’ula joint venture at an average price of approximately $2.5 million.~~

~~Made significant progress in the transition to diversified agriculture, with numerous trials underway, including cattle and various energy crops.~~

~~Materials & Construction~~

Grace Pacific continued to generate solid cash flows in 2017, although its results were significantly impacted by competitive pressures that impacted margins, as well as fewer bids offered in 2017 as compared to 2016. Lower paving performance was partially offset by strong roadway and prestress performance, which benefited from a higher margin mix of business and higher volume, respectively.

~~Generated $22.0 million in operating profit and $32.0 million in Adjusted EBITDA(3) at Materials & Construction in 2017.~~

~~Ended 2017 with a $202.1 million backlog compared to $242.9 million at the end of 2016.~~

~~Other~~

~~Completed all necessary steps to elect REIT status for the 2017 taxable year.~~

~~Increased the Company’s revolving credit facility by $100 million to $450 million.~~

Increased the Company’s financial flexibility by amending the Company’s borrowing agreements to improve loan covenant terms, as well as lower the Company’s cost of borrowing under its revolving credit facility.

~~Locked in $100 million of long-term unsecured debt at an attractive weighted average rate of 4.135% with a weighted average term of 10.3 years.~~

~~Made a $48 million pension contribution to substantially fund its qualified pension obligations, at a net cash outlay of approximately $22.5 million.~~

~~Compensation Overview~~

~~(2)~~

~~Additionally, cash proceeds of $32.6 million from sales of improved properties in the CRE segment have been designated for reinvestment under §1031 transactions.~~

~~(3)~~

~~Refer to pages 43 and 44 for reconciliations of GAAP tonon-GAAP~~ ~~measures.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 22

~~EXECUTIVE COMPENSATION~~

~~Compensation Philosophy and Objectives.~~The Company seeks to align its objectives with shareholder interests through a compensation program that attracts, motivates and retains qualified and effective executives, and rewards performance and results. To achieve this, the Company uses the following pay elements, which are described more fully under the “Pay Elements” section of the CD&A:


~~Element of Pay~~	~~Composition~~	~~Metrics~~	~~Rationale~~
~~Base Salary~~	~~Cash~~	~~N/A~~	•Provides a ~~fixed rate of pay based upon an executive’s responsibilities~~
~~Annual Cash~~ ~~Incentives~~	~~Cash~~	~~63% to 80%~~ ~~Financial~~ ~~Operating Goals~~	• ~~Rewards achievement of annual Company, business unit and individual performance~~ • ~~Reinforces pay for performance principles~~
		~~20 to 37%~~ ~~Value Creation~~ ~~Goals~~
~~Long-Term Incentives~~	~~50%~~ ~~Performance~~ ~~Share Units~~	~~Relative3-year~~ ~~TSR (S&P 400~~ ~~and Dow Jones US~~ ~~Real Estate indices)~~	• ~~Aligns the executives’ long-term interests with those of A&B’s shareholders, motivates long-term performance and provides retention benefits~~ • ~~Aids in attracting and retaining employees~~ • ~~Reinforces pay–for-performance principles~~
	~~50% Restricted~~ ~~Stock Units~~	~~3-year~~ ~~vesting~~ ~~period~~
~~Health and Welfare~~ ~~Benefits~~		—	• ~~Aids in attracting and retaining employees~~
~~Retirement Benefits~~		��	• ~~Assists employees with retirement income savings and attracts and retains employees~~
~~Severance Benefits~~		—	• ~~Retains talent during transitions due to a Change in Control or other covered events~~

~~Pay for Performance.~~~~The Company’s overall performance in 2017 was reflected in elements of compensation earned by executives for 2017.~~

•

~~Base Salary:~~~~NEO salaries range from the 45th to the 50th percentiles of competitive market rates.~~

•

~~Target Total Cash (“TCC”):~~~~Target Total Cash consists of base salary plus target annual cash incentives. NEO TCC ranged from the 45th to the 50th percentiles.~~

•

~~Long-term Incentives (“LTI”):~~~~NEO LTI ranged from the 25th to the 50th percentiles.~~

•

~~Total Direct Compensation (“TDC”):~~~~TDC for the NEOs at target ranged from the 45th percentile to the 50th percentile.~~

~~Pay Mix.~~The Company’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 2017, the 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.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 23

~~EXECUTIVE COMPENSATION~~

~~Percentage of Target Total Direct Compensation~~

~~Provided by Each Pay Element for 2017~~

~~Assessment of Total Compensation.~~~~In evaluating and making pay decisions, the Compensation Committee utilizes the following tools, resources and information:~~


		• ~~Company and individual performance~~				• ~~Positioning in relation to the pay philosophy~~

		• ~~Say-on-Pay~~ ~~vote results~~				• ~~Projected salary increases in the general industry~~

		• ~~Competitive survey data~~				• ~~Value of the total pay package~~

		• ~~Economic environment~~				• ~~Alignment to pay for performance~~

		• ~~Job responsibilities and experience~~				• ~~Reasonableness and balance of pay risk~~

		• ~~Positioning within the executive’s salary range~~				• ~~Internal pay equity~~

		• ~~Tally sheets covering the past 5 years~~				• ~~NEO’s current and expected future contributions~~

		• ~~Accrued benefits balances~~				• ~~Size of recent awards~~

~~Internal Pay Equity.~~ The Compensation Committee considers internal pay equity as a factor in establishing compensation for executives. While the Compensation Committee has not established a specific policy regarding the ratio of total compensation of the CEO to that of the other executive officers, it does review compensation levels to ensure that appropriate internal equity exists. In 2017, it reviewed the ratio of the CEO’s salary, TCC and TDC relative to the average compensation for the other NEOs, as reflected in the following table. These ratios also were compared to benchmark survey data to determine whether compensation relationships are consistent with market practices. The Company’s target and actual ratios were within a reasonable range and reflect a lower ratio between the CEO and other NEOs than that of companies of similar size in general industry.

2017 Ratio of Target and Actual CEO Pay to Other NEOs*

Salary



Total Cash
Compensation



Total Direct
Compensation


A&B Target



1.87



2.41



3.10


A&B Actual



1.87



2.36



3.11


Benchmark Data (target)



2.13



2.56



3.31

*	Based on full-year data which included Mr. Ito for the full year as Mr. Mead was hired as CFO on July 10, 2017 and did not receive an annual cash incentive for 2016 performance nor a grant in January 2017.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 24

~~EXECUTIVE COMPENSATION~~

~~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 24% to 42%) of an 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: financial performance results, strategic effectiveness and innovation, business management, talent management, and personal effectiveness. None of the categories is formally weighted, and there is no overall rating score. Each Board member has an opportunity to provide input on the CEO’s performance. The result of this process is considered by the Board in determining the CEO’s annual salary.

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. Any base salary increases for NEOs in 2017 reflected increases based on performance and the factors listed in the~~Assessment of Total Compensationsection above.~~

~~Salary Information for 2016 – 2017~~

  NEO


Base Salary as
of 12/31/16


% Change

Base Salary
as of 12/31/17



Estimated
Competitive
Market Percentile


Mr. Benjamin

   $

618,000



5.18

%

$

650,000



50th


Mr. Mead



N/A

*



N/A

$

500,000



50th


Mr. Chun

   $

332,018



3

%

$

341,979



50th


Ms. Ching

   $

279,972



3

%

$

288,371



50th


Mr. Parker

   $

309,000



20.82

%**

$

375,000



50th


Mr. Ito

   $

371,500



3

%

$

382,645



50th

~~Mr. Mead was hired on 7/10/17~~responsibilities

**
	~~Mr. Parker received an annual increase of 3% effective April 1, 2017 and a market adjustment of 17.8% on July 24, 2017~~

Annual ~~Incentives:~~For 2017, annual incentives for NEOs were provided through the Alexander & Baldwin, Inc. Performance Improvement Incentive Plan (“PIIP”) to motivate executives and reward them if they achieve specific~~pre-established~~ corporate and business unit goals and for creating value for the Company. The financially oriented goals were established in February 2017. After receiving input from senior management, the CEO provided a recommended rating for “Value Creation” (as described below) for the 2017 performance period for all other participants in the Company’s incentive plans other than the CEO. The recommendation was reviewed and approved by the Compensation Committee. For the CEO, the Compensation Committee conducted an overall evaluation of the Company’s and CEO’s 2017 performance and awarded an incentive payout of 106.8% of target. While the Committee considers the funding level resulting from overall company results, the Committee may exercise its discretion to award at higher or lower levels for the CEO depending on how individual performance and contributions are assessed.

Cash
Incentives

Cash

For 2017, the incentive pool funding of the PIIP awards for the Company’s NEO’s (other than Mr. Parker) were derived from the following performance measures: Real Estate Development & Sales Gross Margin, Commercial Real Estate Same-Store NOI, and Total Commercial Real Estate NOI for its real estate operations; Adjusted EBITDA for its Materials & Construction segment; Consolidated Adjusted~~Pre-Tax~~ ~~Income and a~~ 75%

Financial Goals

25%
Non-Financial Goals
(Value Creation rating for overall Company performance. These factors were selected because the Company believes they best reflect the results of business execution and profitability levels of the respective segments, and Value Creation reflects accomplishments of the

Goals)

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾• ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 25

~~EXECUTIVE COMPENSATION~~

Company that create long-term value for shareholders that are not necessarily reflected in annual financial results. Mr. Parker’s PIIP award pool funding was derived from the following performance measures: Real Estate Development & Sales Gross Margin, Commercial Real Estate Same-Store NOI, Total Commercial Real Estate NOI, and a Value Creation rating for the real estate operations only.

~~The aggregate amount of the incentive pool can range between 0% to 200% of target based on~~Rewards the achievement of financial goals approved in February and ratings for Value Creation. The incentive pool is funded by aggregating the target incentives for each participant in the plan 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.

Each individual’s actual incentive award may be modified from his or her funding level using an individual performance modifier that ranges from 0% to 150%, so long as the aggregate incentive pool established is not exceeded for PIIP executives. The CEO’s award is determined by the Compensation Committee and does not positively or negatively affect the aggregate incentive pool.

~~The~~annual 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~~

~~Company and Business Unit Performance.~~~~The annual corporate and~~ business unit ~~targets are based on~~and individual performance

•

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 ~~Company’s Board-approved operating plan~~executives’ long-term interests with those of A&B’s shareholders, motivates long-term performance

•

Aids in attracting and ~~adjusted~~retaining employees

•

Reinforces pay-for-performance principles

Health and Welfare
Benefits

—

•

Aids in ~~certain instances to exclude the effect of certain items. When establishing the operating plan, management~~attracting 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. 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.

~~For determination of award pool funding for 2017, the Company’s operating performance was compared to the performance goals approved by the Compensation Committee.~~

  Corporate Goal ($ in millions)



Threshold



Target



Maximum



Actual

Commercial Real Estate Same-store NOI(4)

   $

76.2

   $

78.6

   $

80.9

   $

79.7

Total Commercial Real Estate NOI(4)

   $

83.3

   $

87.7

   $

92.1

   $

89.4

Real Estate Development & Sales Gross Margin

   $

33.0

   $

38.8

   $

44.6

   $

33.2

Adjusted EBITDA4 – Materials & Construction

   $

34.2

   $

40.2

   $

46.3

   $

31.9

Consolidated AdjustedPre-tax Income4

   $

58.2

   $

64.7

   $

74.4

   $

42.1

Value Creation – Blended



1.0



2.0



3.0



2.2

The incentive compensation for 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 achieved by each of the operating segments and the Company on a consolidated basis. The incentive compensation for Mr. Parker was based on Real Estate Development & Sales Gross Margin, Commercial Real Estate Same-store NOI, Total Commercial Real Estate NOI, and Value Creation rating for real estate operations only. Mr. Mead had a guaranteed annual bonus of $150,000 for 2017 per his employment agreement as described on page 29. Beginning with the 2018 calendar year, Mr. Mead is eligible to participate in the Alexander & Baldwin, Inc.~~One-Year~~ Performance Improvement Incentive Plan. As part of a retention agreement, Mr. Ito was not eligible to participate in the PIIP for 2017. As described earlier, Mr. Benjamin’s award is determined by the Compensation Committee based on its assessment of his individual performance and contributions, taking into account overall Company results.

The levels of achievement for financial and operating goals and value creation are 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, with proration between threshold, target and maximum. Based on 2017 performance shown above, the NEOs received scores for financial and operating goals ranging from 0 to 3.0 on the various metrics, and a blended score of 2.2 for Value Creation accomplishments. The financial and operating goals account for 63% of four of the NEO’s total incentive award, and Value

retaining employees

~~(4)~~

~~Refer to pages 43 and 44 for reconciliations of GAAP to non-GAAP measures.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 26

~~EXECUTIVE COMPENSATION~~

Creation accounts for the remaining 37% as the result for Corporate takes into account performance against business unit goals. Mr. Parker’s award is based on Properties goals, which are comprised of 80% real estate financial goals and 20% real estate Value Creation (score: 2.5).

The term “Value Creation” reflects performance and accomplishments of the Company that advance value creation for shareholders. The Company has two primary goals for Value Creation: increasing net asset value (“NAV”) and enhancing the market’s appreciation of NAV. Accordingly, value creation may or may not be included in earnings for the current year. Examples of ways to create value include identifying and pursuing redevelopment and~~build-for-hold~~ projects, converting non- to minimal-earning assets into commercial properties with a stable or growing income stream and structural changes, such as evaluating and effecting a REIT conversion. With input from the CEO, the Compensation Committee reviews and approves the Value Creation ratings.

~~Individual Performance.~~In addition to corporate and business unit performance goals, each NEO’s 2017 award could be modified between 0% – 150% based on individual performance. The CEO’s performance is reviewed and approved by the Compensation Committee each year. The Committee reviewed the CEO’s performance at its January meeting and approved an incentive award of $694,327 as determined by the Committee’s assessment of the Company’s overall performance and the CEO’s performance and contributions in 2017. The Committee determined the CEO’s award to be 106.8% of target.

~~Individual performance of the other NEOs is reviewed and assessed by the CEO. The CEO did not apply any individual modifiers.~~

~~Actual awards earned in total by the NEOs were slightly higher* than the overall targeted goal payouts and were as follows:~~

Target Bonus



Actual Bonus


Actual as a % of
Target

  NEO



% of Base Salary



$



% of Base Salary



$



Mr. Benjamin



100

%



$

650,000



106.8

%



$

694,327



106.8

%

Mr. Mead**



N/A



N/A



N/A



$

150,000



N/A

Mr. Chun


50

%



$

170,989



53.4

%



$

182,650



106.8

%

Ms. Ching



50

%



$

144,185



53.4

%



$

154,018



106.8

%

Mr. Parker



60

%



$

205,145



70.0

%



$

262,652



128

%

Mr. Ito***



N/A



N/A



N/A



—



N/A

Although overall company performance aggregating business unit and corporate performance was slightly lower than target, the resulting incentive payouts were slightly above target due to the payout curve between target and maximum (200%) having a higher slope (earn out) than between threshold (50%) and target (100%), as was the case for Properties Commercial Real Estate Same-Store NOI, Total Commercial Real Estate NOI, Value Creation, and Corporate Value Creation.

**	~~Mr. Mead was hired in July 2017, and under an employment agreement, Mr. Mead was eligible for a $150,000 guaranteed bonus.~~

~~***~~

~~Under a retention agreement, Mr. Ito was not eligible for PIIP for the 2017 year.~~

~~Equity-Based Compensation:~~

Equity grants are generally considered and granted annually in January by the Compensation Committee. Based on current market data provided by WTW, the CEO makes recommendations for each executive officer 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 Compensationsection.~~

As a result of the Company’s conversion to a REIT (retroactive to January 1, 2017), outstanding option awards, unvested RSUs, and unvested PSUs were adjusted according to anti-dilution provisions in the equity award agreements.

~~Each employee option was adjusted on theex-dividend~~ ~~date (when the Company’s stock price was expected to decline by the value of the dividend since any buyers of the stock on or after theex-dividend~~ ~~date were not entitled to the Special Distribution) to maintain the intrinsic value of the option in a manner that complies with IRS rules and avoid potential GAAP expense.~~

~~The number of shares subject to each option was based on a ratio of the closing stock price on the day before theex-dividend~~ ~~date and the opening price on theex-dividend~~ ~~date, and the exercise price was adjusted using the inverse of the above ratio. The actual closing and opening prices were $45.02 and $29.80, respectively.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 27

~~EXECUTIVE COMPENSATION~~

~~RSUs and PSUs were adjusted in an equitable manner to keep employees and directors whole. These adjustments to awards were approved by the Compensation Committee.~~

Each restricted stock unit award was adjusted on the dividend payment date to increase the number of units subject to the award in a manner identical to the additional shares issued to external shareholders who received payment of the distribution in the form of a stock dividend. Employees did not receive any portion of the adjustment for the Special Distribution in cash.

~~Wherever options, RSUs, and/or PSUs are shown in subsequent tables, footnotes will indicate if they are shown on apre-~~ ~~or post-adjusted basis.~~

~~In 2017, the Company issued equity awards with a mix of 50% PSUs and 50% RSUs.~~

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 the 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 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. 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.

2017 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 two indices: the Standard & Poor’s Midcap 400 index and the Dow Jones US Real Estate index (prior to 2017, the Russell 2000 index was used for the real estate component). Half of the PSUs granted will be evaluated against the companies comprising the S&P Midcap 400 and half will be evaluated against companies comprising the Dow Jones US Real Estate index. 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. 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.

~~Performance Ranges for 2017 PSUs~~

~~Performance~~

Earnout*

~~Threshold~~

^th ~~Percentile~~

~~35% of Target~~

~~Target~~

^th ~~Percentile~~

~~100% of Target~~

~~Maximum~~

^th~~Percentile~~

~~150% of Target~~

~~With proration between these levels~~

The actual performance level attained for the 2015 PSU grants covering the three-year performance period of 2015 to 2017 was at approximately the 42nd percentile on a blended basis relative to the Standard & Poor’s Midcap 400 and Russell 2000 indices. This resulted in an earnout of 56.1% of the portion of 2015 PSU grants for that three-year period.

~~Performance Ranges for 2018 PSUs~~

~~Performance~~

Earnout*

~~Threshold~~

^th ~~Percentile~~

~~35% of Target~~

~~Target~~

^th~~Percentile~~

~~100% of Target~~

~~Maximum~~

^th~~Percentile~~

~~200% of Target~~

~~With proration between these levels~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 28

~~EXECUTIVE COMPENSATION~~

Beginning with grants of PSUs made in 2018, the Dow Jones US Real Estate Index will be replaced with the FTSE NAREIT All REITs Index and the Standard & Poor’s Midcap 400 Index will be replaced with a select group of peer REITs that are a subset of the FTSE NAREIT All REITs Index focused on shopping center and diversified companies, with market capitalization between $500 million and $6 billion.

~~Beginning with the 2018 PSU grants, the earnout at the maximum level will be 200%.~~

~~LTI and Total Direct Compensation Positioning for 2017~~

  NEO


     Base Salary as of
12/31/17


2017 LTI
Grant



Target Total Direct
Compensation
12/31/17
(Including Base
Salary)


Estimated
     Competitive
Market
Percentile

Mr. Benjamin



$

650,000

   $

1,400,000



$

2,700,000



50th

Mr. Mead



$

500,000



$

800,000

*



$

1,600,000



75th

Mr. Chun



$

341,979



$

300,000



$

812,968



50th

Ms. Ching



$

288,371



$

275,000



$

732,556



50th

Mr. Parker



$

375,000



$

330,000



$

930,000



50th

Mr. Ito



$

382,645



$

400,000



$

1,182,645



50th

~~Granted on 7/10/17 per his employment agreement as described on p. 29~~

Retirement ~~Plans:~~Benefits

—

•~~The Company provides various retirement plans to assist its~~

Assists employees with retirement income savings and ~~to attract~~attracts 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 atax-qualified~~ ~~defined benefit pension plan, provides pension benefits to the Company’s salariednon-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~~retains employees ~~hired after January 1, 2008. Effective January 1, 2012, the Company froze benefit accruals under its traditional defined benefit plans for allnon-bargaining~~ ~~unit employees hired before January 1, 2008 and replaced the benefit with a cash balance formula in which participants accrue 5% of their eligible annual compensation.~~

~~A&B Individual Deferred Compensation and Profit Sharing Plan:~~~~The Company has atax-qualified~~ ~~defined contribution retirement plan (the “A&B Profit Sharing Retirement Plan”) available to all salariednon-bargaining~~ ~~unit employees that provides for performance-based discretionary contributions to participants based on the degree of achievement ofpre-~~ tax income goal specific to the profit sharing plan as determined by the Compensation Committee. In 2017, available contributions were set between zero and five percent of each employee’s base salary. There was no profit-sharing contribution for 2017. The plan also provides a discretionary match under the Individual Deferred Compensation (401(k)) component of the plan for all salaried~~non-bargaining~~ unit employees. In 2017, that plan provided 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. The value of the Company’s 2017 profit sharing contribution and Individual Deferred Compensation matches for NEOs are included in the Summary Compensation Table of this Proxy Statement.

~~A&B Excess Benefits Plan:~~~~Thisnon-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 A&B Profit Sharing Retirement 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. The Pension Benefits table of this Proxy Statement provides further information regarding the A&B Excess Benefits Plan.

~~Employment Agreements:~~ ~~Except as set forth below, the Company does not provide employment agreements for any of the NEOs. The Company believes in a policy of “at will” employment.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 29

~~EXECUTIVE COMPENSATION~~

On July 10, 2017, Mr. Ito resigned as the Company’s CFO but continued to serve as Senior Vice President and Treasurer through January 31, 2018. To provide for an orderly transition, the Company entered into a retention agreement with Mr. Ito in which he received $300,000, an additional $175,000 and an additional $195,000, respectively, if he remained employed with A&B through August 31, 2017, October 31, 2017 and December 31, 2017, respectively. During this period, Mr. Ito continued to receive his current base salary and remained eligible to participate in A&B’s benefit plans, but he received no performance, incentive or equity awards under the PIIP.

Also on July 10, 2017, Mr. Mead was appointed CFO. The Company entered into an agreement with Mr. Mead, under which Mr. Mead was (i) paid an annual base salary of $500,000, (ii) received a 2017 cash incentive of $150,000 (an amount equal to a prorated annual cash incentive of 60% of base salary), and (iii) received a long-term incentive grant of $800,000, split equally between time-based restricted stock units and performance share units under the 2012 Plan.

Severance ~~Plan and Change in Control Agreements:~~Benefits

—

•~~The Company provides severance benefits pursuant to the Severance Plan and change in control agreements to certain executives, including the NEOs, to retain~~

Retains talent during transitions due to a Change in Control or other covered ~~event~~events

Pay for Performance. The Company’s overall performance in 2020 was reflected in elements of compensation earned by NEOs for 2020. For the pay elements listed above, A&B targets pay at around the 50th percentile.

Pay Mix. The Company’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 2020, the Target Total Direct Compensation (“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. ▪ 2021 PROXY STATEMENT

TABLE OF CONTENTS

	PAGE22
	EXECUTIVE COMPENSATION

Percentage of Target Total Direct Compensation
Provided by Each Pay Element for 2020

[MISSING IMAGE: tm212301d1-bc_percentagebw.jpg]

Assessment of Total Compensation. In evaluating and making pay decisions, the Compensation Committee utilizes the following tools, resources and information:

•

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 ~~provide a competitive~~the 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’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 agreements are described in further detail in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

philosophy

~~Retiree Health and Medical Plan:~~•~~The Company provides NEOs with the same retiree medical and life insurance benefits as are provided in general to all salaried~~

Investor feedback

~~non-bargaining~~• unit employees who joined A&B Predecessor prior to January 1, 2008. These benefits aid in retaining long-term service employees and provide for health care costs in retirement. The Company limits its contribution towards the monthly premium, based on the employee’s age and years of service. The benefits from this plan are reflected in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

~~The Role of Survey Data~~

The Company uses published survey data as a reference, but does not benchmark against specific companies within such surveys. The Company operates in a number of 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

Projected market salary increases

•

Value of the ~~Company’s business but instead, based on the recommendation~~total pay package

•

Alignment to pay-for-performance principles

•

Reasonableness and balance of ~~WTW, uses data from five national~~pay risk

•

Internal pay equity

•

NEO’s current and ~~highly recognized published surveys representing a broad group~~expected future contributions

•

Size of general industry and real estate companies similar in size to the Company to assess the Company’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.

~~The surveys used by WTW in its assessment of total direct compensation and CEO pay ratio as compared to other NEOs include:~~

~~WTW 2017 CDB General Industry Executive Database~~

~~WTW 2017 Long-term Incentives, Policies and Practices Survey~~

~~Mercer 2017 U.S. Benchmark Database – Executive Compensation Survey~~

~~National Association for Real Estate Investment Trust (NAREIT) 2017 Compensation Survey~~

~~The Role of the Compensation Consultant~~

~~After conducting a search, the Compensation Committee selected and has since directly retained WTW, an independent executive compensation consulting firm, to assist the Committee in:~~

~~Evaluating salary and incentive compensation levels~~

~~Reviewing and suggesting executive pay plan design modifications~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 30

~~EXECUTIVE COMPENSATION~~

~~Understanding current trends and legislative reform initiatives in the area of executive compensation~~

~~Assessing appropriate outside Board of Director pay levels and structuring~~

The executive compensation consultant reports directly to the Committee and takes instructions from the Committee. The Committee approves all WTW engagements, including the nature, scope and fees of assignments.

~~In selecting WTW, the Compensation Committee considered, among other factors, the following:~~

~~Depth and breadth of executive compensation knowledge and experience~~

~~Qualifications as a board-level consultant~~

~~Quality of resources available (staff, data, etc.)~~

~~Understanding of A&B’s business strategy and issues, industry, performance drivers and human capital considerations~~

~~Objectivity in advice and recommendations~~

~~Willingness to provide candid feedback regarding management and Committee proposals, questions and concerns~~

~~Accessibility and availability~~

~~Reporting relationship with the Committee~~

~~Working relationship with management and its human resources staff~~

~~Effectiveness of communication~~

~~WTW takes the following safeguards to ensure that its services and advice are objective:~~

~~The individuals providing consulting services to the Committee are not personally involved in other services WTW may provide to the Company~~

~~The individuals providing consulting services to the Committee are not directly compensated for the total revenues that WTW generates from the Company~~

~~WTW’s executive compensation consultants do not hold an equity stake in the Company~~

~~Other services, if any, are provided under a separate contractual arrangement~~

~~WTW’s executive compensation consultants do not serve as WTW’s client relationship manager on services provided to the Company~~

~~The WTW executive compensation consultants have direct access to all members of the Committee during and between meetings~~

~~WTW consultants are required to adhere to a stringent code of conduct articulating their commitment to impartial advice~~

The Compensation Committee has reviewed WTW’s work, policies and procedures and determined that no conflicts of interest exist. In accordance with the New York Stock Exchange (“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. In assessing independence, the Compensation Committee considers the following factors, among others:

~~Whether a compensation adviser’s employer provides other services to A&B~~

~~The amount of fees the compensation adviser’s employer receives from A&B as a percentage of such employer’s total revenues~~

~~The compensation adviser’s policies and procedures to prevent conflicts of interest~~

~~Business or personal relationships between a compensation adviser and any member of A&B’s compensation committee~~

~~The compensation adviser’s stock ownership in A&B~~

~~Business or personal relationships between a compensation adviser or the compensation adviser’s employer and any executive officer of A&B~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 31

~~EXECUTIVE COMPENSATION~~

~~The Role of Management~~

~~Management assists the Compensation Committee in its role of determining executive compensation in a number of ways, including:~~

~~Providing management’s perspective on compensation plan structure and implementation~~

~~Identifying appropriate performance measures and establishing company, unit and individual performance goals that are consistent with the Board-approved operating plans~~

~~Providing the data used to measure performance against established goals, with the CEO providing perspective on individual executive performance and compensation amounts~~

Providing recommendations, based on information provided by WTW, regarding pay levels for officers on the basis of plan formulas, salary structures and the CEO’s assessment of individual officer performance

~~Tax and Accounting Considerations~~

In evaluating the Company’s executive compensation structure, 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 will not be 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.

~~Stock Ownership Guidelines~~

To enhance shareholder alignment and ensure commitment to value-enhancing longer-term decision-making, the Company has established stock ownership guidelines. Executives are required to own a value of stock equal to the salary multiple below within a five year-period from commencement of employment or within a five-year period after a change in salary based on promotion:


~~Position~~	~~Salary Multiple~~
~~CEO~~		5X
~~Other NEOs~~		3X

~~All NEOs have met or are on track to meet the ownership guidelines.~~

~~Equity Granting Policy~~

~~Equity~~recent awards are expected to be granted for current employees at the January Compensation Committee meeting each year. Equity grants for new hires or promoted employees are approved at regularly scheduled Compensation Committee meetings. The timing of these grants is made without regard to anticipated earnings or other major announcements by the Company.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 32

~~EXECUTIVE COMPENSATION~~

~~Policy Regarding Speculative Transactions and Hedging~~

The Company has adopted a formal policy prohibiting directors, officers and employees from (i) entering into speculative transactions, such as trading in options, warrants, puts and calls or similar instruments, involving A&B stock, or (ii) hedging or monetization transactions, such as~~zero-cost~~ ~~collars and forward sale contracts, involving A&B stock.~~

~~Policy Regarding Recoupment of Certain Compensation~~

The Company has adopted a formal “clawback” policy for senior management, including all NEOs. Pursuant to the policy, the Company will seek to recoup certain incentive compensation, including cash and equity bonuses based upon the achievement of financial performance metrics, from executives in the event that the Company is required to restate its financial statements due to a material noncompliance with any financial reporting requirement.

~~Compensation Committee Report~~

The Compensation Committee has reviewed and discussed the CD&A section of this Proxy Statement with management and, based on these discussions and review, it has recommended to the Board of Directors that the CD&A disclosure be included in this Proxy Statement.

~~The foregoing report is submitted by Mr. King (Chairman), Mr. Lewis, Ms. Saito and Ms. Wall.~~

~~Compensation Committee Interlocks and Insider Participation~~

During 2017, the members of the Compensation Committee were Mr. King, Chairman, Mr. Lewis, Ms. Saito and Ms. Wall. As set forth above under the subsection “Certain Relationships and Transactions,” Ms. Wall is an executive officer in a corporation that is a tenant in several properties owned by A&B subsidiaries with leases established at market rates. Because of this related person transaction, Ms. Wall did not participate in any equity compensation decisions.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 33

~~EXECUTIVE COMPENSATION~~

~~Summary Compensation Table.~~~~The following table summarizes the compensation paid by A&B to its NEOs in 2017, 2016 and 2015.~~

~~2017 Summary Compensation Table~~

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

2017

642,000

312,000

1,351,879

N/A

382,327

229,870

8,100

2,926,176

2016

613,500

363,075

886,684

N/A

159,600

194,648

7,950

2,225,457

2015

462,438

74,067

460,422

N/A

146,115

0

(6)

7,950

1,150,992

James E. Mead
Executive Vice President and
Chief Financial Officer
2017 238,782 150,000 681,706 N/A    —      — 23,811 (7)     1,094,299

Nelson N. S. Chun
Executive Vice President and
Chief Legal Officer

2017

339,489

82,075

289,608

N/A

100,575

38,926

8,100

858,773

2016

329,601

97,531

270,904

N/A

42,873

31,051

7,950

779,910

2015

320,001

42,713

255,817

N/A

84,257

0

(8)

7,950

710,738

Meredith J. Ching
Executive Vice President,
External Affairs

2017

264,088

69,209

289,608

N/A

84,809

222,678

7,923

938,315

2016

253,229

82,242

270,904

N/A

36,152

176,230

7,597

826,354

2015

254,156

36,017

255,817

N/A

71,049

0

(9)

7,625

624,664

Lance K. Parker
Executive Vice President and
Chief Real Estate Officer

2017

340,863

61,543

318,612

N/A

201,109

65,842

8,100

996,069

2016

306,750

69,525

196,994

N/A

78,980

32,575

7,950

692,774

Paul K. Ito
Former Senior Vice President, CFO and Treasurer

2017

379,859

—

386,201

N/A

—

50,306

678,100

(10)

1,494,466

2016

368,795

130,955

394,049

N/A

57,565

55,892

7,813

1,015,069

2015

358,054

57,350

409,291

N/A

113,132

0

(11)

7,161

944,988

~~(1)~~

Represents the NEO’s award attributable to Value Creation and individual modifiers under the PIIP program for the fiscal year identified in column (b) payable in cash in February of the following year.

~~(2)~~

Represents the grant-date fair value of time-based restricted stock units and the grant-date fair value of performance stock units for the fiscal year identified in column (b) granted in 2017 computed under ASC Topic 718. Performance stock units awarded in 2017 vest in January 2020 if performance goals are attained at target. If maximum performance goals applicable to the performance stock units were to be achieved, the values in this column with respect to 2017 would be as follows: Mr. Benjamin, $1,677,820; Mr. Mead, $822,570; Mr. Chun, $359,433; Ms. Ching, $359,433; Mr. Parker, $395,430 and Mr. Ito, $479,315. See Note 13 of the consolidated financial statements of the Company’s 2017 Annual Report on Form~~10-K~~ ~~regarding the assumptions underlying the valuation of equity awards.~~

~~(3)~~

~~Represents the NEO’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.~~

~~(4)~~

All amounts are attributable to the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans. The increases in present value of accumulated benefits and change in pension value are primarily driven by the benefits accrued under the traditional defined benefit plan (the pension accrual formula was frozen as of December 31, 2012 and replaced with a 5% cash balance benefit) and the executive’s age when the total pension benefit is calculated annually. By nature, traditional defined benefit plan benefits are more valuable as participants approach retirement age (either early retirement age of 55 or full retirement of age 62 where benefits are unreduced).

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 34

~~EXECUTIVE COMPENSATION~~

~~(5)~~

~~Represents amounts contributed by A&B to the NEO’s account under the A&B Individual Deferred Compensation and Profit Sharing Plan and Alexander & Baldwin, Inc. Excess Benefits Plan.~~

~~(6)~~

~~The change in pension value was a decrease of $52,963.~~

~~(7)~~

~~Includes $14,952 for relocation expenses and $10,000 for taxes owed on such expenses.~~

~~(8)~~

~~The change in pension value was a decrease of $26,890.~~

~~(9)~~

~~The change in pension value was a decrease of $15,432.~~

~~(10)~~

~~Under a retention agreement, Mr. Ito was not eligible to participate in the 2017 PIIP, but was paid $670,000 under the retention agreement.~~

~~(11)~~

~~The change in pension value was a decrease of $14,637.~~

~~CEO to Median Employee Pay Ratio Information~~

~~As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K,~~ we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation~~S-K.~~ The applicable rules allow companies to use various assumptions and methodologies in calculating the pay ratio and, accordingly, our pay ratio may not be comparable with the pay ratios of other companies.

~~For 2017, our last completed fiscal year:~~

~~the annual total compensation of the median of all A&B employees (other than our CEO) was $67,369; and~~

~~the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in the Proxy Statement was $2,926,176.~~

~~Based on this information, for 2017 the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 43 to 1.~~

~~To identify the median employee and the annual total compensation of our median employee and our CEO, we took the following steps:~~

We selected November 17, 2017, which is within the last three months of our fiscal year end (December 31, 2017), as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient manner. We determined that, as of November 17, 2017, our employee population consisted of approximately 856 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees.

2.	To identify the “median employee”, we utilized the amount of base salary of our employees received, as reflected in our payroll records through November 17, 2017. When determining the “median employee,” we then approximated full-year values of base salary for all employees.

We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since our employees are located in the United States, as is our CEO, we did not make any~~cost-of-living~~ ~~adjustments in identifying the “median employee.”~~

4.	~~Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K,~~ ~~resulting in annual total compensation of $67,369.~~

5.	~~With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2017 Summary Compensation Table included in this Proxy Statement.~~

The pay ratio is a reasonable estimate calculated based on rules and guidance provided by the SEC. The SEC rules allow for varying methodologies for companies to identify their median employee; and other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Consequently, the pay ratios reported by other companies are unlikely to be relevant or meaningful for purposes of comparison to our pay ratio as reported here.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 35

~~EXECUTIVE COMPENSATION~~

~~Grants of Plan-Based Awards.~~~~The following table contains information concerning thenon-equity~~ ~~and equity grants under A&B’s incentive plans during 2017 to the NEOs.~~

~~2017 Grants of Plan-Based Awards~~

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

1/23/17

204,750

409,500

819,000

8,551

24,432

36,648

24,432

N/A

N/A

1,351,879

  James E. Mead

7/10/17

N/A

N/A

N/A

5,422

15,492

23,238

15,492

N/A

N/A

681,755

  Nelson N. S. Chun

1/23/17

53,862

107,723

215,446

1,832

5,233

7,850

5,233

N/A

N/A

289,608

  Meredith J. Ching

1/23/17

45,419

90,837

181,674

1,832

5,233

7,850

5,233

N/A

N/A

289,608

  Lance K. Parker

1/23/17

76,385

152,770

305,540

2,015

5,758

8,637

5,758

N/A

N/A

318,612

  Paul K. Ito

1/23/17

72,320

144,640

289,280

2,443

6,979

10,469

6,979

N/A

N/A

386,201

~~(1)~~

~~Amounts reflected in this section relate to estimated payouts under thenon-equity~~ ~~incentive portion of the PIIP. The value of the actual payouts is included in column (g) of the Summary Compensation Table.~~

~~(2)~~

Amounts in this section reflect performance share unit grants. Performance share units awarded in 2017 vest in January 2020 if performance goals are attained during the performance period. Amounts in this section reflect anti-dilution adjustments in connection with the Special Distribution paid to shareholders in January 2018. This Special Distribution of~~non-REIT~~ ~~accumulated earnings and profits was required as part of the Company’s conversion to a REIT.~~

~~(3)~~

~~Amounts in this section reflect time-based restricted stock unit grants awarded and were adjusted as indicated in footnote (2) above.~~

~~(4)~~

~~No options were granted in 2017.~~

~~(5)~~

Represents the grant-date fair value of the equity awards granted in 2017 computed under ASC Topic 718. See Note 13 of the consolidated financial statements of the Company’s 2017 Annual Report on Form~~10-K~~ ~~regarding the assumptions underlying the valuation of equity awards. No additional compensation expense was recognized in connection with the Special Distribution.~~

The PIIP is based on financial, operating, and value creation goals, depending on the executive’s job responsibilities and individual performance. Performance measures, weighting of goals and target opportunities are discussed in the CD&A section of this Proxy Statement. Information on equity grants is provided in the CD&A section of this Proxy Statement.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 36

~~EXECUTIVE COMPENSATION~~

~~Outstanding Equity Awards at FiscalYear-End.~~~~The following table contains information concerning the outstanding equity awards held by the NEOs.~~

~~2017 Outstanding Equity Awards at FiscalYear-End~~

Option Awards Stock Awards
Name
(a)

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b) (11)

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)

Option
Exercise
Price
($)
(e) (11)

Option
Expiration
Date
(f)

Number
of
Shares
or Units
of Stock
that
Have Not
Vested
(#)
(g) (12)

Market
Value of
Shares or
Units of
Stock
that Have
Not
Vested
($) (6)
(h)

EquityIn-
centive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
(#)
(i) (12)

Equity In-
centive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
($) (6)
(j)

Christopher J. Benjamin

12,768

—

—

7.53

1/27/2019

42,992

(1)

1,192,598

18,294

(6)

507,476

74,184

—

—

10.66

1/26/2020

52,690

—

—

13.11

1/25/2021

50,677

—

—

14.92

1/24/2022

James E. Mead

—

—

—

—

—

15,492

(2)

429,748

5,422

(7)

150,406

Nelson N. S. Chun

14,252

—

—

10.66

1/26/2020

11,640

(3)

322,894

5,193

(8)

144,054

31,291

—

—

13.11

1/25/2021

23,389

—

—

14.92

1/24/2022

Meredith J. Ching

24,723

—

—

7.53

1/27/2019

11,640

(3)

322,894

5,193

(8)

144,054

29,929

—

—

10.66

1/26/2020

23,466

—

—

13.11

1/25/2021

17,539

—

—

14.92

1/24/2022

Lance K. Parker

1,740

—

—

13.11

1/25/2021

9,751

(4)

270,493

4,110

(9)

114,011

Paul K. Ito

—

—

—

—

—

16,537

(5)

458,736

7,460

(10)

206,940

~~(1)~~

~~Vesting date of unrestricted stock – 2,948 shares on 1/26/18; 7,806 shares each on 1/25/18 and 1/25/19; and 8,144 shares each on 1/24/18, 1/24/19, and 1/24/20.~~

~~(2)~~

~~Vesting date of unrestricted stock – 5,164 shares each on 7/10/18, 7/10/19, and 7/10/20.~~

~~(3)~~

~~Vesting date of unrestricted stock – 1,638 shares on 1/26/18; 2,384 shares on 1/25/18 and 2,385 shares on 1/25/19; 1,744 shares each on 1/24/18 and 1/24/19 and 1,745 shares on 1/24/20.~~

~~(4)~~

~~Vesting date of unrestricted stock – 524 shares on 1/26/18; 1,734 shares on 1/25/18 and 1,735 shares on 1/25/19; 1,919 shares each on 1/24/18 and 1/24/19, and 1,920 shares on 1/24/20.~~

~~(5)~~

~~Vesting date of unrestricted stock – 2,620 shares on 1/26/18; 3,469 shares each on 1/25/18 and 1/25/19; 2,326 shares each on 1/24/18 and 1/24/19, and 2,327 on 1/24/20.~~

~~(6)~~

~~Vesting date of PSUs – 1,548 on 1/26/18; 8,195 on 1/25/19; and 8,551 on 1/24/20.~~

~~(7)~~

~~Vesting date of PSUs – 5,422 on 7/10/20.~~

~~(8)~~

~~Vesting date of PSUs – 859 on 1/26/18; 2,503 on 1/25/19; and 1,831 on 1/24/20.~~

~~(9)~~

~~Vesting date of PSUs – 275 on 1/26/18; 1,820 on 1/25/19; and 2,015 on 1/24/20.~~

~~(10)~~

~~Vesting date of PSUs – 1,376 on 1/26/18; 3,642 on 1/25/19; and 2,442 on 1/24/20.~~

~~(11)~~

~~The number of shares and exercise price of each option were adjusted as described earlier in the~~~~Equity-Based Compensation~~~~section on page 26.~~

~~(12)~~

~~The unvested RSUs and PSUs were adjusted as described earlier in the~~~~Equity-Based Compensation~~~~section on page 26.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 37

~~EXECUTIVE COMPENSATION~~

~~Option Exercises and Stock Vested.~~~~The following table contains information concerning option exercises and the vesting of stock awards for the NEOs during 2017.~~

~~Option Exercises and Stock Vested for 2017~~

Name
(a)



OPTION AWARDS



STOCK AWARDS



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



28,933

(1)

616,924



11,131



498,032

James E. Mead



—

—



—



—

Nelson N. S. Chun



31,788

(2)

440,608



4,946



221,115

Meredith J. Ching



13,021

(3)

283,467



4,946



221,115

Lance K. Parker



—

—



2,198



98,377

Paul K. Ito



104,768

(3)

1,693,141



7,690



343,747

~~(1)~~

~~Includes 3,933 options exercised prior to the adjustment for the Special Distribution and 25,000 options exercised after the adjustment for the Special Distribution.~~

~~(2)~~

~~Represents options exercised after the adjustment for the Special Distribution.~~

~~(3)~~

~~Represents options exercised prior to the adjustment for the Special Distribution.~~

~~(4)~~

~~Represents shares acquired in January 2017 upon vesting prior to the adjustment for the Special Distribution.~~

~~The value realized in column (e) was calculated based on the market value of A&B common stock on the vesting date. No amounts realized upon exercise of options or vesting of stock have been deferred.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 38

~~EXECUTIVE COMPENSATION~~

~~Pension Benefits.~~~~The following table contains information concerning pension benefits for the NEOs at the end of 2017.~~

~~Pension Benefits for 2017~~

  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



16.4



556,428



—

   A&B Excess Benefits Plan

16.4



1,275,883



—

James E. Mead



A&B Retirement Plan for Salaried Employees



0



—



—

   A&B Excess Benefits Plan

0



—



—

Nelson N. S. Chun



A&B Retirement Plan for Salaried Employees


14.2



535,792



—


A&B Excess Benefits Plan



14.2



616,276



—

Meredith J. Ching



A&B Retirement Plan for Salaried Employees



35.6



1,792,155



—



A&B Excess Benefits Plan



35.6



612,922



—

Lance K. Parker



A&B Retirement Plan for Salaried Employees


13.3



243,917



—


A&B Excess Benefits Plan



13.3



29,550



—

Paul K. Ito



A&B Retirement Plan for Salaried Employees


12.8



285,375



—


A&B Excess Benefits Plan



12.8



163,606



—

~~(1)~~

~~Credited service used to calculate the traditional defined benefit was frozen as of December 31, 2011; years shown are based on all years under the plan.~~

~~Actuarial assumptions used to determine the present values of the pension benefits include: Discount rates for qualified andnon-qualified~~ retirement plans of 3.70% and 3.20%, respectively. Age 62 with 5 years of service (or current age, if greater) is the assumed retirement age. Qualified plan benefits (traditional defined benefit and cash balance) are assumed to be paid on a life 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 2.26% interest per year (the rate in effect for 2018) 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., 1.96% (for the first 5 years), 3.58% (next 15 years) and 4.35% (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., 1.20% (for the first 5 years), 2.18% (next 15 years) and 2.65% (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 cash balance accounts are projected to the assumed retirement age using 2.26% interest per year (the rate in effect for 2018) with no future pay credits.

~~A&B Retirement Plan for Salaried Employees~~:

The A&B Retirement Plan for Salaried Employees (the “Qualified Retirement Plan”) provides pension benefits to the Company’s salaried employees who are not subject to collective bargaining agreements. In 2007, A&B Predecessor closed participation in its traditional defined pension plan for new~~non-bargaining~~ unit employees hired after January 1, 2008. The traditional defined benefit formula was based on participants’ service and average monthly compensation in the five highest consecutive years of their final 10 years of service through December 31, 2011. Compensation included base salary, overtime pay and~~one-year~~ ~~bonuses. The amounts were expressed as a single life annuity payable at the normal retirement age of 65. An employee~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 39

~~EXECUTIVE COMPENSATION~~

became vested after five years of service with A&B Predecessor or the Company. An employee may take early retirement at age 55 or older, if the employee has already completed at least five years of service with A&B Predecessor or the Company. If an employee retires early, the same formula for normal retirement is used, although the benefit will be reduced for commencement before age 62 because the employee will receive payment early and over a longer period of time.

Effective January 1, 2012, a cash balance formula provides a retirement account equal to 5 percent of an employee’s eligible cash compensation, for each year worked, while covered by the cash balance formula, plus interest. The vesting period was reduced from five years to three years for an employee with a cash balance account. At retirement or other separation from service, the employee may elect to receive the vested cash balance portion of the Qualified Retirement Plan benefits as a lump sum or an actuarially equivalent annuity.

~~A&B Excess Benefits Plan:~~The A&B Excess Benefits Plan is discussed in the CD&A section of this Proxy Statement. Under the pension portion of the Excess Benefits Plan associated with the Qualified Retirement Plan, benefits under the traditional defined benefit formula are payable after the executive’s separation from service in a lump sum that is actuarially equivalent to the annuity form of payment, and the cash balance account is paid as a lump sum. Under the profit sharing portion of the Excess Benefits Plan associated with the A&B Profit Sharing Retirement Plan, amounts are credited to executives’ accounts, to be payable after the executive’s separation from service. All NEOs are eligible to participate in the Excess Benefits Plan.

~~Non-Qualified~~ ~~Deferred Compensation.~~~~The following table contains information concerningnon-qualified~~ ~~deferred compensation for the NEOs.~~

~~2017Non-Qualified~~ ~~Deferred 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
($)
(f)

Christopher J. Benjamin



—



—



712



—



24,455

James E. Mead



—



—



—



—



—

Nelson N. S. Chun



—



—



305



—



10,460

Meredith J. Ching



—



—



—



—



—

Lance K. Parker



—



—



—



—



—

Paul K. Ito



—



—



148



—



5,076

~~(1)~~

~~Represents the profit sharing benefit under the Excess Benefits Plan.~~

~~(2)~~

~~Represents interest earned on the prior year’s cash account balance.~~

~~Other Potential Post-Employment Payments.~~

~~Change in Control Agreements:~~A&B has entered into Change in Control Agreements with each of the NEOs, which 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. 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 successiveone-year~~ period, unless terminated by A&B. The Change in Control Agreements provide for certain severance benefits if the executive’s employment is terminated by A&B without “cause” or by the executive for “good reason,” 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’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

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 40

~~EXECUTIVE COMPENSATION~~

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’s continued benefit for a period of two years after termination. A&B will also reimburse executives for individual outplacement counseling services up to $10,000. These are “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.

In the event that any amount payable to the executive is deemed under the Internal Revenue Code to be made in connection with a change in control of the Company, and such payments would result in the excise tax imposed on “excess parachute payments” under the Internal Revenue Code, the Change in Control Agreements provide that the executive’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 taxgross-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.

~~Executive Severance Plan:~~The Company also maintains the Executive Severance Plan (“Severance 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,” as defined in the Severance Plan, or laid off from employment as part of a job elimination/restructuring or reduction in force. Upon such termination of employment, the executive will be entitled to receive an amount equal to six months’ base salary, payable in equal installments over a period of one year, and continued payment by the Company of life and disability insurance premiums and COBRA premiums for continued group health plan coverage. If the executive executes a release agreement acceptable to the Company, the executive will be entitled to receive additional benefits, including an additional six months of base salary and designated benefits, 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.

~~Voluntary Resignation:~~If the executive voluntarily resigns from the Company, no amounts are payable under the Severance Plan or the PIIP. The executive may be entitled to receive retirement and retiree health and welfare benefits to the extent those benefits have been earned or vested under the provisions of the plans. The executive may have up to three to six months after termination to exercise vested stock options at the time of termination. In addition, the executive would be entitled to any amounts voluntarily deferred (and the earnings accrued) under the A&B Profit Sharing Retirement Plan.

~~Other benefits, as described in the CD&A section of this Proxy Statement, may include accrued, vested benefits under the Qualified Retirement Plan and the Excess Benefits Plan.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 41

~~EXECUTIVE COMPENSATION~~

The following tables show the potential value to each executive under various termination-related scenarios, assuming that the termination of employment or other circumstances resulting in payment occurred on December 31, 2017.

~~Executive Termination Scenarios~~

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
$ 2,600,000 $ 650,000 — — —    — —
Retirement Benefits(4)
$ 74,489 ($ 262,848 )(6) ($ 262,848 )(6) ($ 262,848 )(6) ($ 262,848 )(6)    — Not Yet Eligible
($ 81,292 )(5)(6) ($ 81,292 )(5)(6) ($ 81,292 )(5)(6) ($ 81,292 )(5)(6) ($ 295,199 )(5)(6)    — Not Yet Eligible
Health & Welfare Benefits
$ 52,422 $ 23,295 — — —    — —
Outplacement Counseling
$ 10,000 $ 10,000 — — —    — —
Long-Term Incentives(7)
$ 1,628,590 — — — $ 1,187,248    $ 1,187,248 Not Yet Eligible
Total(Lump-sum)
$ 4,365,502 $ 420,447 ($ 262,848 )(6) ($ 262,848 )(6) $ 924,400    $ 1,187,248 —
Total (Annuity)
($ 81,292 )(6) ($ 81,292 )(6) ($ 81,292 )(6) ($ 81,292 )(6) ($ 295,199 )(6)    — Not Yet Eligible

JAMES E. MEAD
  Components
Change in
Control
w/Termination
Termination
w/o
Cause(1) Termination
w/Cause Voluntary
Resignation Death    Disability(2) Retirement(3)
Cash Severance
$ 1,177,197 $ 500,000 — — —    — —
Retirement Benefits(4)
— — — — —    — —
— — — — —    — —
Health & Welfare Benefits
$ 38,454 $ 22,824 — — —    — —
Outplacement Counseling
$ 10,000 $ 10,000 — — —    — —
Long-Term Incentives(7)
$ 549,480 — — — $ 365,402    $ 365,402 —
Total(Lump-sum)
$ 1,775,132 $ 532,824 $ 0 $ 0 $ 365,402    $ 365,402 —
Total (Annuity)
— — — — —    — —

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
$ 1,025,937 $ 341,979 — — —    — —
Retirement Benefits(4)
($ 18,138 )(6) — — — —    — —
— — — — ($ 203,905 )(5)(6)    — —
Health & Welfare Benefits
$ 36,253 $ 16,187 — — —    — —
Outplacement Counseling
$ 10,000 $ 10,000 — — —    — —
Long-Term Incentives(7)
$ 431,374 — — — $ 323,270    $ 323,270 $ 323,270
Total(Lump-sum)
$ 1,485,426 $ 368,166 $ 0 $ 0 $ 323,270    $ 323,270 $ 323,270
Total (Annuity)
— — — — ($ 203,905 )(6)    — —

MEREDITH J. CHING
  Components
Change in
Control
w/Termination
Termination
w/o Cause(1) Termination
w/Cause Voluntary
Resignation Death    Disability(2) Retirement(3)
Cash Severance
$ 865,113 $ 288,371 — — —    — —
Retirement Benefits(4)
($ 7,569 )(6) $ 7,738 $ 7,738 $ 7,738 $ 7,738    — $ 7,738
$ 19,780 (5) $ 19,780 (5) $ 19,780 (5) $ 19,780 (5) ($ 1,053,306 )(5)(6)    — $ 19,780 (5)
Health & Welfare Benefits
$ 33,300 $ 15,017 — — —    — —
Outplacement Counseling
$ 10,000 $ 10,000 — — —    — —
Long-Term Incentives(7)
$ 431,374 — — — $ 323,270    $ 323,270 $ 323,270
Total(Lump-sum)
$ 1,332,217 $ 321,126 $ 7,738 $ 7,738 $ 331,008    $ 323,270 $ 331,008
Total (Annuity)
$ 19,780 $ 19,780 $ 19,780 $ 19,780 ($ 1,053,306 )(6)    — $ 19,780

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 42

~~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
$ 921,714 $ 375,000 — — — — —
Retirement Benefits(4)
($ 31,563 )(6) ($ 31,563 )(6) ($ 31,563 )(6) ($ 31,563 )(6) ($ 103,863 )(6) — Not Yet Eligible
($ 31,563 )(5)(6) ($ 31,563 )(5)(6) ($ 31,563 )(5)(6) ($ 31,563 )(5)(6) ($ 103,863 )(5)(6) — Not Yet Eligible
Health & Welfare Benefits
$ 46,041 $ 21,189 — — — — —
Outplacement Counseling
$ 10,000 $ 10,000 — — — — —
Long-Term Incentives(7)
$ 371,243 — — — $ 269,233 $ 269,233 $ 269,233
Total(Lump-sum)
$ 1,317,435 $ 374,626 ($ 31,563 )(6) ($ 31,563 )(6) $ 165,370 $ 269,233 $ 269,233
Total (Annuity)
($ 31,563 )(6) ($ 31,563 )(6) ($ 31,563 )(6) ($ 31,563 )(6) ($ 103,863 )(6) — Not Yet Eligible

PAUL K. ITO
Components
Change in
Control
w/Termination
Termination
w/o Cause(1) Termination
w/Cause Voluntary
Resignation Death Disability(2) Retirement(3)
Cash Severance
$ 1,224,464 $ 382,645 — — — — —
Retirement Benefits(4)
$ 86,311 $ 110 $ 110 $ 110 $ 110 — Not Yet Eligible
($ 13,760 )(5)(6) ($ 13,760 )(5)(6) ($ 13,760 )(5)(6) ($ 13,760 )(5)(6) ($ 111,411 )(5)(6) — Not Yet Eligible
Health & Welfare Benefits
$ 45,378 $ 20,518 — — — — —
Outplacement Counseling
$ 10,000 $ 10,000 — — — — —
Long-Term Incentives(7)
$ 609,184 — — — $ 459,533 $ 459,533 Not Yet Eligible
Total(Lump-sum)
$ 1,975,337 $ 413,273 $ 110 $ 110 $ 459,643 $ 459,533 $ 0
Total (Annuity)
($ 13,760 )(6) ($ 13,760 )(6) ($ 13,760 )(6) ($ 13,760 )(6) ($ 111,411 )(6) — Not Yet Eligible

~~(1)~~

~~Assumes execution of an acceptable release agreement as provided by the Executive Severance Plan.~~

~~(2)~~

If an NEO is disabled, the executive will continue to accrue credited vesting service as long as he/she is continuously receiving disability benefits under A&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.

~~(3)~~

Normal retirement is at age 65. An executive with 5 years of service may retire at age 62 with unreduced traditional defined benefit pension benefits under the Qualified Retirement Plans. Employees may elect early retirement after attaining age 55 and completing 5 years of service.

~~(4)~~

~~Retirement Benefits figures are incremental to the values shown in the Pension Benefits Table, which uses a different set of assumptions as described in the related narrative.~~

~~(5)~~

~~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)~~

Includes the gain on accelerated stock options and the value of accelerated restricted stock and performance share units. The value of stock awards was determined based on the closing price of A&B common stock on December 29, 2017 of $27.84.

~~(8)~~

Mr. Chun turned 62 in 2014 and became eligible for unreduced retirement benefits per the Company’s retirement plan. Therefore, Mr. Chun’s 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 qualified pension death benefits are different upon death since the death benefits are payable to his spouse 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 Mr. Chun retires as of 1/1/2018). Thenon-qualified~~ ~~Change in Control (“CIC”) benefits are different as they are calculated based on lump sum assumptions as of the assumed CIC date (as of 12/31/2017).~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 43

~~EXECUTIVE COMPENSATION~~

~~All amounts shown arelump-sum~~ ~~payments, unless otherwise noted. Assumptions used in the tables above are set forth in the Pension Benefits section.~~

The Excess Benefits Plan benefits are paid, upon termination, 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 lump sum conversion was based on interest rates (with 39% marginal tax rate adjustment) and mortality used in our financial disclosures and included in the Pension Benefits section.

~~Use ofNon-GAAP~~ ~~Financial Measures~~

Cash Net Operating Income (“Cash NOI”) is calculated as total property revenues less direct property-related operating expenses. Cash NOI excludes straight-line rent adjustments, amortization of favorable/unfavorable leases, amortization of tenant incentives, general and administrative expenses, impairments of real estate, depreciation and amortization (including amortization of maintenance capital, tenant improvements and leasing commissions).

~~The Company’s methods of calculatingnon-GAAP~~ ~~measures may differ from methods employed by other companies and thus may not be comparable to such other companies.~~

~~Cash NOI is anon-GAAP~~ measure used by the Company in evaluating the CRE segment’s operating performance as it is an indicator of the return on property investment and provides a method of comparing performance of operations, on an unlevered basis, over time. Cash NOI should be not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

~~A reconciliation of Commercial Real Estate operating profit to Commercial Real Estate Cash NOI and Same-store Cash NOI follows:~~

Year Ended
December 31

(In millions)

2017

2016

Commercial Real Estate segment operating profit

$

34.4

$

54.8

Adjustments:

Depreciation and amortization

26.0

28.4

Straight-line lease adjustments

(1.6

)

(2.1

)

Lease incentive amortization

—

0.1

Favorable/(unfavorable) lease amortization

(2.9

)

(3.3

)

Termination income

(1.7

)

(0.1

)

Other (income)/expense, net

0.3

0.4

Impairment of real estate assets

22.4

—

Selling, general, administrative and other expenses

7.9

4.8

Commercial Real Estate segment Cash NOI

84.8

83.0

Acquisitions / dispositions and other adjustments

(9.2

)

(10.8

)

Same-store Cash NOI

$

75.6

$

72.2

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 44

~~EXECUTIVE COMPENSATION~~

~~A reconciliation of Commercial Real Estate Cash NOI to Commercial Real Estate NOI and Same-store NOI used in the determination of incentive compensation follows:~~


~~(In millions)~~	~~2017~~
~~Commercial Real Estate segment Cash NOI~~	$	~~84.8~~
~~Adjustments:~~
~~Lease incentive amortization~~		—
~~Favorable/(unfavorable) lease amortization~~		~~2.9~~
~~Termination income~~		~~1.7~~
~~Commercial Real Estate NOI~~	$	~~89.4~~
~~Acquisitions / dispositions and other adjustments~~		~~(9.7~~	)
~~Commercial Real Estate Same-store NOI~~	$	~~79.7~~

~~The Company presents thenon-GAAP~~ ~~measure of Adjusted EBITDA for the Materials & Construction segment, which contain the results of Grace Pacific. The Company uses thisnon-GAAP~~ financial measure when evaluating operating performance for the Materials & Construction segment because management believes that 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 segment’s Adjusted EBITDA. A reconciliation of segment operating profit to Adjusted EBITDA follows:

Year Ended
December 31

(In Millions)

2017

2016

Materials & Construction Operating Profit

$

22.0

$

23.3

Depreciation & amortization expense

12.2

11.7

Income attributable to non-controlling interest

(2.2

)

(1.8

)

Adjusted EBITDA

$

32.0

$

33.2

~~Consolidated AdjustedPre-tax~~ Income was an operating performance measure for the Company for the year ended December 31, 2017, as management believes that the measure provided insight into the operating results of the Company’s core businesses and the underlying business trends affecting performance on a consistent and comparable basis from period to period. 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 Income From Continuing Operations Before Income Taxes and Net Gain on Sale of Improved Properties is the most directly comparable GAAP measurement to Consolidated Adjusted~~Pre-tax~~ ~~Income. A reconciliation of Income From Continuing Operations Income Taxes and Net Gain on Sale of Improved Properties to Consolidated AdjustedPre-tax~~ ~~Income follows:~~


~~(In Millions)~~	~~2017~~
~~Income From Continuing Operations Before Income Taxes and Net Gain on Sale of Improved Properties~~	$	~~0.6~~
~~Adjustments:~~
~~Reduction in solar investments~~		~~2.6~~
~~REIT evaluation costs~~		~~15.2~~
~~Impairment of real estate assets~~		~~22.4~~
~~Other~~		~~2.3~~
~~Consolidated AdjustedPre-tax~~ ~~Income~~	$	~~42.1~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 45

~~PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

~~Shareholders are being asked to vote to approve, on anon-binding,~~ ~~advisory basis, the compensation of our NEOs.~~

A&B’s compensation philosophy is to drive the Company’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, beginning on page 19, discusses our policies and procedures that implement our compensation philosophy. Highlights of our compensation program include the following:

Executive compensation is closely aligned with performance. In 2017, 76 percent of the CEO’s target total direct compensation is variable and performance-based and between 58 and 69 percent of the NEOs’ target total direct compensation was variable and performance-based. The ratio of variable compensation is consistent with market practices.

•

The Company remains committed to responsible pay practices and has adopted policies that are representative of best practices, including a clawback policy that applies to all senior management and a policy prohibiting hedging and other speculative transactions involving Company stock. The Compensation Committee is focused on continuous improvement in executive compensation practices and policies to ensure alignment between pay and performance, as well as implementation of best practices. This includes, but is not limited to, such practices as adopting a 50^th ~~percentile target compensation philosophy, using multiple performance metrics and multi-year equity vesting, double triggers on equity grants in the event of a change in control, reasonablechange-in-control~~ ~~agreements, protocols for an annual pay risk assessment, meaningful stock ownership guidelines, and no employment agreements, guaranteed bonuses,change-in-controlgross-ups~~ ~~or stock option repricing. In 2017, the average total direct compensation for NEOs was at approximately the 50~~^th ~~percentile of market.~~

As described previously in this Proxy Statement, the Company performed well in 2017, given the challenges of converting to a REIT structure, and significant value creation accomplishments were achieved. The executive compensation program reflected near-target performance by the Company in 2017, ranging between 106.8% to 128% of target for the NEOs. No profit sharing contribution was earned.

•

~~The actual performance level attained for the 2015 PSU grants covering the performance period of 2015—2017 was at approximately the 41.5~~^th percentile on a blended basis relative to the Standard & Poor’s Midcap 400 and Russell 2000 indices, which resulted in an 56.1% earnout of the performance shares awarded with a three-year performance horizon.

~~The following resolution is being submitted for a shareholder advisory vote at the Annual Meeting:~~

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2017 Summary Compensation Table and the other related tables and disclosure.”

~~Although the advisory vote isnon-binding,~~ the Compensation Committee and the Board will review the results of the vote and consider them in future determinations concerning our executive compensation program. As announced previously, we will provide shareholders the opportunity to cast an advisory vote on executive compensation on an annual basis.

~~The Board of Directors recommends that shareholders vote FOR the approval of the resolution relating to executive compensation.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 46

~~AUDIT COMMITTEE REPORT~~

The Audit Committee provides assistance to the Board of Directors in fulfilling its obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of A&B, including the review and approval of all related person transactions required to be disclosed in this Proxy Statement. Among other things, the Audit Committee reviews and discusses with management and Deloitte & Touche LLP, A&B’s independent registered public accounting firm, the results of the~~year-end~~ audit of A&B, including the auditors’ report and audited financial statements. In this context, the Audit Committee has reviewed and discussed A&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 rules and, with and without management present, has discussed and reviewed the results of the independent registered public accounting firm’s audit of the financial statements.

The Audit Committee has received the written communication regarding independence from Deloitte & Touche LLP required under the rules of the Public Company Accounting Oversight Board, and has discussed with Deloitte & Touche LLP its independence from A&B. The Audit Committee has determined that the provision of~~non-audit~~ ~~services rendered by Deloitte & Touche LLP to A&B is compatible with maintaining the independence of Deloitte & Touche LLP from A&B in the conduct of its auditing function.~~

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that A&B’s audited consolidated financial statements be included in A&B’s Annual Report on Form~~10-K~~ for the fiscal year ended December 31, 2017 for filing with the SEC. The Audit Committee also has appointed, subject to shareholder ratification, Deloitte & Touche LLP as A&B’s independent registered public accounting firm for 2018.

~~The foregoing report is submitted by Mr. Pasquale (Chairman), Mr. Doane and Mr. Yeaman.~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 47

~~PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as the independent registered public accounting firm of A&B for the ensuing year, and the Audit Committee recommends that shareholders vote in favor of ratifying such appointment. Although ratification of this appointment is not required by law, the Board believes that it is desirable as a matter of corporate governance. If shareholders do not ratify the appointment of Deloitte & Touche LLP, it will be considered as a recommendation to the Board and the Audit Committee to consider the retention of a different firm. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting, where they will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.

~~In compliance with the Sarbanes Oxley Act of 2002 and applicable SEC rules, the Audit Committee has adopted policies and procedures for Audit Committee approval of audit andnon-audit~~ ~~services. Under such policies and procedures, the Audit Committeepre-approves~~ ~~or has delegated to the Chairman of the Audit Committee authority topre-approve~~ ~~all audit andnon-prohibited,non-audit~~ services performed by the independent registered public accounting firm in order to assure that such services do not impair the auditor’s independence. Any additional proposed services or costs exceeding~~pre-approved~~ ~~cost levels require additionalpre-approval~~ ~~as described above. The Audit Committee may delegatepre-approval~~ ~~authority to one or more of its members for services not to exceed a specific dollar amount per engagement. Requests forpre-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 2017 were~~pre-approved~~ ~~in accordance with these policies.~~

~~For the years ended December 31, 2017 and 2016, professional services were performed by Deloitte & Touche LLP (including affiliates) for A&B as follows:~~

~~Audit Fees.~~The aggregate fees billed for the audit of the Company’s annual consolidated financial statements, including Sarbanes-Oxley Section 404 attestation-related work, for the fiscal years ended December 31, 2017 and 2016, the reviews of the interim financial statements included in the Company’s Quarterly Reports on Form~~10-Q~~ ~~and consents for SEC registration statements were approximately $1,803,000 and $1,974,000, respectively.~~

~~Audit-Related Fees.~~The aggregate fees billed for Audit-Related services for the fiscal years ended December 31, 2017 and 2016 were approximately $1,105,000 and $407,000, respectively, and were related primarily to consultation on financial accounting and reporting standards including those related to a potential REIT conversion and audit procedures for the Company’s standalone subsidiaries and other SEC filings in 2017 and 2016.

~~Tax Fees. T~~he aggregate fees billed for professional tax services for fiscal years ended December 31, 2017 and 2016 were approximately $16,000 and $110,000, respectively, and were related primarily to tax compliance services in 2017 and to an Earnings and Profit study in 2016.

~~All Other Fees.~~~~There were no fees billed for services not included above for the fiscal years ended December 31, 2017 and 2016.~~

~~SHAREHOLDERS WITH THE SAME ADDRESS~~

Individual shareholders sharing an address with one or more other shareholders may elect to “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.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


P~~AGE~~ 48

~~PROPOSAL NO. 3~~

~~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 whose shares are held by a bank, broker or other nominee, you can request information about householding from your bank, broker or other nominee.~~

~~OTHER BUSINESS~~

The Board of Directors of A&B knows of no other business to be presented for shareholder action at the Annual Meeting. However, should matters other than those included in this Proxy Statement properly come before the Annual Meeting, the proxy holders named in the accompanying proxy will use their best judgment in voting upon them.

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~


			P~~AGE~~ 49

~~SHAREHOLDER PROPOSALS FOR 2019~~

~~Proposals of shareholders intended to be presented pursuant to Rule14a-8~~ under the Exchange Act at the 2019 Annual Meeting of A&B must be received at the headquarters of A&B on or before November 12, 2018 in order to be considered for inclusion in the year 2019 Proxy Statement and proxy.

~~In order for proposals of shareholders made outside of Rule14a-8~~ ~~under the Exchange Act to be considered “timely” within the meaning of Rule14a-4(c)~~ ~~under the Exchange Act, such proposals must be received at the headquarters of A&B not later than December 25, 2018. A&B’s Bylaws require that shareholder proposals made outside of Rule14a-~~ ~~8 under the Exchange Act must be submitted, in accordance with the requirements of the Bylaws, not later than December 25, 2018 and not earlier than November 25, 2018.~~

The Company’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’s notice in proper form that the person’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’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’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 Directors~~

~~ALYSON J. NAKAMURA~~

~~Vice President and Corporate Secretary~~

A~~LEXANDER~~ ~~& BALDWIN, I~~NC. ◾ ~~2018 PROXY~~ S~~TATEMENT~~

~~IMPORTANT ANNUAL MEETING INFORMATION~~


~~Using a~~~~black ink~~~~pen, mark your votes with an~~X~~as shown in this example. Please do not write outside the designated areas.~~		☒

~~Electronic Voting Instructions~~

~~Available 24 hours a day, 7 days a week!~~

~~Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.~~

~~VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.~~

~~Proxies submitted by the Internet or telephone must be received by 11:00 PM, HST, on April 23, 2018.~~

~~Vote by Internet~~

~~• Go to~~www~~.envisionreport.com/ALEX~~

~~• Or scan the QR code with your smartphone~~

~~• Follow the steps outlined on the secure website~~

~~Vote by telephone~~

~~Call toll free~~~~1-800-652-VOTE~~ ~~(8683)~~ ~~within the USA, US territories & Canada on a touch tone telephone~~

~~Follow the instructions provided by the recorded message~~

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

~~Proposals — THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3.~~

1. Election of Directors: 01 - Christopher J. Benjamin 02 - W. Allen Doane 03 - Robert S. Harrison 04 - David C. Hulihee +
Nominees: 05 - Stanley M. Kuriyama 06 - Thomas A. Lewis, Jr. 07 - Douglas M. Pasquale 08 - Michele K. Saito
09 - Jenai S. Wall 10 - Eric K. Yeaman

☐

~~Mark here to voteFOR~~ ~~all nominees~~

☐

~~Mark here toWITHHOLD~~ ~~vote from all nominees~~

☐

~~For AllEXCEPT~~~~- To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below.~~

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.

			ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT
	~~For~~	~~Against~~	~~Abstain~~
~~2. PROPOSAL TO APPROVE THE ADVISORY RESOLUTION RELATING TO EXECUTIVE COMPENSATION~~	☐	☐	☐

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	EXECUTIVE COMPENSATION

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

NEO	Base Salary as of 12/31/19			% Change	Base Salary as of 12/31/20
Mr. Benjamin		$	690,000	0%		$	690,000
Mr. Brown		$	400,000	0%		$	400,000
Mr. Parker		$	397,838	0%		$	397,838
Mr. Chun		$	362,805	0%		$	362,805
Ms. Ching		$	305,933	0%		$	305,933

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

						ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT
		~~For~~		~~Against~~		~~Abstain~~

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	PAGE24
	EXECUTIVE COMPENSATION
~~3. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE CORPORATION~~		☐	☐	☐

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.

Performance Metrics ($ in millions)	Threshold			Target			Maximum			Actual			0-3 Rating
Same-Store Cash NOI Growth(1)			1.3%			2.7%			4.3%			-12.7%		0.0
Non-Same-Store Cash NOI(1)		$	17.6		$	18.2		$	18.9		$	13.5		0.0
Adjusted Free Cash Flow(1)		$	77.0		$	85.6		$	102.7		$	76.2		0.0
Adjusted Non-Grace G&A Expenses(1)		$	36.2		$	34.5		$	31.7		$	30.0		3.0
Consolidated Adjusted Pre-tax Income(1)		$	41.0		$	45.6		$	54.7		$	19.2		0.0
Value Creation			1.0			2.0			3.0			3.0		3.0

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.

	Additional CEO Performance Metric ($ in mil.)			Threshold						Target						Maximum						Actual						0-3 Rating
	Grace Adjusted EBITDA (1)				$	7.9					$	13.3					$	19.8					$	2.3						0.0

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.

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

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	EXECUTIVE COMPENSATION

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

	Target PIIP Award					Actual as a % of		Actual PIIP Award
NEO	% of Base Salary		$			Target		% of Base Salary		$
Mr. Benjamin		110%		$	759,000		60%		66%		$	455,400
Mr. Brown		80%		$	320,000		63%		50%		$	201,600
Mr. Parker		80%		$	318,270		70%		56%		$	222,789
Mr. Chun		55%		$	199,543		70%		39%		$	139,680
Ms. Ching		55%		$	168,253		70%		38%		$	117,784

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

	Target LTI			LTI Vehicle Mix
NEO	Value			PSUs		RSUs
Mr. Benjamin		$	1,700,000		50%		50%
Mr. Brown		$	700,000		50%		50%
Mr. Parker		$	600,000		50%		50%
Mr. Chun		$	250,000		50%		50%
Ms. Ching		$	250,000		50%		50%

•

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.

~~NOTE:~~~~Such other business as may properly come before 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.

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

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EXECUTIVE COMPENSATION

~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~

Performance Ranges for 2020 PSUs

Performance

Earnout*

~~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.~~

Threshold

35th Percentile

35% of Target

Target

55th Percentile

100% of Target

Maximum

75th Percentile

200% of Target

~~Date (mm/dd/yyyy) — Please print date below.~~

~~Signature 1 — Please keep signature within the box.~~

~~Signature 2 — Please keep signature within the box.~~

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

NEO	Base Salary as of 12/31/20			Target PIIP Award			2020 LTI Grant			Target Total Direct Compensation
Mr. Benjamin		$	690,000		$	759,000		$	1,700,000		$	3,149,000
Mr. Brown		$	400,000		$	320,000		$	700,000		$	1,420,000
Mr. Parker		$	397,838		$	318,270		$	600,000		$	1,316,108
Mr. Chun		$	362,805		$	199,543		$	250,000		$	812,348
Ms. Ching		$	305,933		$	168,253		$	250,000		$	724,186

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

	ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT
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~~Important notice regarding the Internet availability of proxy materials for the Annual Meeting of shareholders.~~~~The Proxy Statement and the 2017 Annual Report to Stockholders are available at:~~www~~.envisionrepor~~t~~s.com/ALEX~~

EXECUTIVE COMPENSATION

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.

A&B Non-Qualified Defined Contribution Plan: Under the A&B Non-Qualified Defined Contribution Plan, eligible participants receive 3% of their annual eligible compensation in excess of the applicable IRS compensation limit, a discretionary gain sharing contribution up to 5% of base salary in excess of the applicable IRS compensation limit, based on achievement of goals, and the lesser of 3% of eligible compensation or the applicable IRS deferral limit minus the maximum allowable match, including the match on catch-up contributions, under the 401(k) plan.

Employment and Other Agreements: Except as set forth below, the Company does not provide employment or similar agreements for any of the NEOs. The Company believes in a policy of “at will” employment.

Effective May 8, 2019, we entered into a letter agreement with Brett A. Brown, Executive Vice President and CFO, under which Mr. Brown received relocation expenses up to $50,000 (plus tax gross up) and a $25,000 signing bonus, subject to reimbursement if he voluntarily resigns from the Company within two years of his start date.

Severance Plan and Change in Control Agreements: The Company provides severance benefits pursuant to the Severance Plan and Change in Control agreements to certain executives, including the NEOs, to retain talent during transitions due to a Change in Control or other covered event and to provide 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’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 agreements are described in further detail in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

Retiree Health and Medical Plan: 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’s contribution towards the monthly medical premium is based on the employee’s age and years of service and is capped at $136 per month. The benefits from these plans are reflected in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

The Role of Compensation Survey Data

The Company uses published compensation survey data as a reference, but does not benchmark against specific companies within such surveys. The Company operates in a number of 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’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’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.

The surveys used by WTW in its assessment of total direct compensation and CEO pay ratio as compared to other NEOs include:

•

WTW 2020 CDB General Industry Executive Database

•

WTW 2020 Long-term Incentives, Policies and Practices Survey

•

National Association of Real Estate Investment Trusts (Nareit) 2020 Compensation Survey

The Role of the Compensation Consultant

After conducting a search, the Compensation Committee selected and retained WTW, an independent executive compensation consulting firm, to assist the Committee in:

•

Evaluating salary and incentive compensation levels

•

Reviewing and suggesting executive pay plan design modifications

•

Understanding current trends and legislative reform initiatives in the area of executive compensation

•

Assessing appropriate outside Board of Director pay levels and structuring

AqLEXANDER ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

~~Proxy — ALEXANDER~~ & ~~BALDWIN, INC.~~

~~822 Bishop Street, Honolulu, Hawaii 96813~~

~~PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 24, 2018~~

~~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. ▪ 2021 PROXY STATEMENT

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	EXECUTIVE COMPENSATION

WTW reports directly to and takes instructions from the Compensation Committee. The Committee approves all WTW engagements, including the nature, scope and fees of assignments. The Compensation Committee has reviewed WTW’s work, policies and procedures and determined that no conflicts of interest exist. In accordance with the New York Stock Exchange (“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.

The Role of Management

Management assists the Compensation Committee in its role of determining executive compensation in a number of ways, including:

•

Providing management’s perspective on compensation plan structure and implementation

•

Identifying appropriate performance measures and suggesting company, unit and individual performance goals that are consistent with the Board-approved operating plans

•

Providing the data used to measure performance against established goals, with the CEO providing perspective on individual executive performance and compensation amounts

•

Tax and Accounting Considerations

In evaluating the Company’s executive compensation structure, the Compensation Committee considers tax and accounting treatment, balancing the effects on the individual and the Company. 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. Section 162(m) of the Code generally limits to $1.0 million the amount of remuneration that the Company may deduct in any calendar year for certain executive officers. Prior to 2018, the Company structured annual incentive awards and long-term incentive awards with the intention of meeting the exception to this limitation for “performance-based” compensation, as defined in Section 162(m) of the Code, so that these amounts could be fully deductible for income tax purposes. The performance-based exception was eliminated effective as of January 1, 2018, and compensation paid to the NEOs in excess of $1.0 million will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. 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. Accordingly, the Compensation Committee will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible.

Stock Ownership Guidelines

To enhance shareholder alignment and ensure commitment to value-enhancing, longer-term decision-making, the Company has established stock ownership guidelines. Executives are required to own a value of stock equal to the salary multiple below within a five year-period from commencement of employment or within a five-year period after a change in salary based on promotion:

Position	Salary Multiple
CEO		5X
Other NEOs		3X

All NEOs, with the exception of Mr. Parker, who became an NEO in 2015, have met or are on track to meet the ownership guidelines. Mr. Parker has been advised against selling A&B stock until such time that he meets or exceeds his stock ownership guideline; he has not sold any A&B stock since becoming an NEO (other than the use of shares to pay taxes on the vesting of restricted stock units).

Equity Granting Policy

Equity awards are expected to be granted for current employees at the January Compensation Committee meeting each year. Equity grants for new hires or promoted employees are approved at regularly scheduled Compensation Committee meetings. The timing of these grants is made without regard to anticipated earnings or other major announcements by the Company.

ALEXANDER & ~~Baldwin, Inc.~~BALDWIN, which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Corporation to be held on Tuesday, April 24, 2018, 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.

~~PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~(continued and to be marked, dated and signed, on other side)~~

INC. ▪ 2021 PROXY STATEMENT

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	EXECUTIVE COMPENSATION

Policy Regarding Speculative Transactions and Hedging

The Company has adopted a formal policy prohibiting directors, officers and employees from (i) entering into speculative transactions, such as trading in options, warrants, puts and calls or similar instruments, involving A&B stock, or (ii) hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving A&B stock. The Company does not prohibit investments in exchange funds.

Policy Regarding Recoupment of Certain Compensation

The Company has adopted a formal “clawback” policy for senior management, including all NEOs. Pursuant to the policy, the Company will seek to recover from each Participant, as defined in the policy, the full or partial portion of any incentive compensation paid or granted to, or received by, such Participant during the three-year period preceding the date on which the Company is required to prepare an accounting restatement that is greater than the amount that would have been paid, granted or received had the financial results been originally reported as set forth in the accounting restatement.

Compensation Committee Report

The foregoing report is submitted by Ms. Saito (Chair), Ms. Laing and Mr. Lewis.

Compensation Committee Interlocks and Insider Participation

There were no Compensation Committee Interlocks or Insider Participation in 2020.

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	EXECUTIVE COMPENSATION

Summary Compensation Table.The following table summarizes the compensation paid by A&B to its NEOs in 2020, 2019 and 2018.

2020 Summary Compensation Table

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

(1)

Represents the NEO’s award attributable to Value Creation goals and individual modifiers under the PIIP program for the fiscal year identified in column (b) payable in cash in February of the following year. Mr. Brown’s 2019 award includes a $25,000 signing bonus.

(2)

Represents the grant-date fair value of time-based restricted stock units and the grant-date fair value of performance stock units for the fiscal year identified in column (b) granted in 2020. Performance stock units awarded in 2020 vest in February 2023 if performance goals are attained at target. If maximum performance goals applicable to the performance stock units were to be achieved, the values in this column with respect to 2020 would be as follows: Mr. Benjamin, $3,042,206; Mr. Brown, $1,252,622; Mr. Parker, $1,073,688; Mr. Chun, $447,376 and Ms. Ching, $447,376. If performance goals are not attained at threshold, all performance stock units will be forfeited. See Note 16 of the consolidated financial statements of the Company’s 2020 Annual Report on Form 10-K regarding the assumptions underlying the valuation of equity awards.

(3)

Represents the NEO’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.

(4)

All amounts are attributable to the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans.

(5)

Represents amounts contributed by A&B to the NEO’s account under the A&B Individual Deferred Compensation and Profit Sharing Plan and Alexander & Baldwin Non-Qualified Defined Contribution Plan.

(6)

The change in pension value was a decrease of $255.

(7)

Mr. Brown joined A&B on May 8, 2019.

(8)

Includes $50,000 for relocation expenses and $46,668 for taxes owed on such expenses.

(9)

The change in pension value was a decrease of $49,477.

(10)

The change in pension value was a decrease of $117,273.

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	EXECUTIVE COMPENSATION

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.

Amounts in this section reflect performance share unit grants. Performance share units awarded in 2020 vest in February 2023 if performance goals are attained during the performance period.

Represents the grant-date fair value of the equity awards granted in 2020. See Note 16 of the consolidated financial statements of the Company’s 2020 Annual Report on Form 10-K regarding the assumptions underlying the valuation of equity awards.

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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.

2020 Outstanding Equity Awards at Fiscal Year-End

	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

(1)

Vesting date of unvested RSUs – 10,838 shares on 1/29/21;11,905 shares each on 1/28/21, and 1/28/22; 12,961 shares on each on 2/1/21, 2/1/22, and 2/2/23.

(2)

Vesting date of unvested RSUs – 3,576 shares on 7/29/21 and 3,577 shares on 7/29/22; 5336 shares on 2/1/21 and 5,337 shares each on 2/1/22 and 2/1/23.

(3)

Vesting date of unvested RSUs – 3,613 shares on 1/29/21; 4,409 shares each on 1/28/21 and 1/28/22; 4,574 shares each on 2/1/21 and 2/1/22 and 4,575 shares on 2/2/23.

(4)

Vesting date of unvested RSUs – 1,656 shares on 1/29/21; 1,837 shares each on 1/28/21 and 1/28/22; 1,906 shares each on 2/1/21, 2/1/22, and 2/1/23.

(5)

Market value of stock not vested, shown at target performance, based on the closing stock price at year-end of $17.18.

(6)

Vesting date of PSUs – 32,514 shares on 1/29/21; 35,714 shares on 1/28/22; 38,883 shares on 2/1/23.

(7)

Vesting date of PSUs – 10,729 shares on 7/29/22; 16,010 shares on 2/1/23.

(8)

Vesting date of PSUs – 10,838 shares on 1/29/21; 13,227 shares on 1/28/22; 13,723 shares on 2/1/23.

(9)

Vesting date of PSUs – 4,967 shares on 1/29/21; 5,511 shares on 1/28/22; 5,718 shares on 2/1/23.

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Option Exercises and Stock Vested. The following table contains information concerning option exercises and the vesting of stock awards for the NEOs during 2020.

Option Exercises and Stock Vested for 2020

	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

The value realized in column (e) was calculated based on the market value of A&B common stock on the vesting date. No amounts realized upon exercise of options or vesting of stock have been deferred.

Pension Benefits. The following table contains information concerning pension benefits for the NEOs at the end of 2020.

Pension Benefits for 2020

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		—

(1)

Credited service used to calculate the traditional defined benefit was frozen as of December 31, 2011. Effective January 1, 2020, the Company froze benefit accruals under the cash balance plan. Years shown as based on all years under the plan through December 31, 2020.

Actuarial assumptions used to determine the present values of the pension benefits include: Discount rates for qualified and non-qualified retirement plans are 2.43% and 1.07%, respectively as of December 31, 2020. Age 62 with 5 years of service (or current age, if greater) is the assumed retirement age. Qualified plan benefits (traditional defined benefit and cash balance) are assumed to be paid on a life 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 0.71% interest per year (the rate in effect for 2021) with no future pay

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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., 0.51% (for the first 5 years), 2.31% (next 15 years) and 3.15% (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., 0.31% (for the first 5 years), 1.41% (next 15 years) and 1.92% (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 0.71% interest per year (the rate in effect for 2021) with no future pay credits.

A&B Retirement Plan for Salaried Employees:

The A&B Retirement Plan for Salaried Employees (the “Qualified Retirement Plan”) provides pension benefits to the Company’s salaried employees who are not subject to collective bargaining agreements. In 2007, A&B Predecessor closed participation in its traditional defined pension plan and established a cash balance plan for new non-bargaining unit employees hired after January 1, 2008. A&B Predecessor subsequently froze the traditional plan on January 1, 2012, transitioning all employees to the cash balance plan and lowering the vesting period from five years to three years. Effective January 1, 2020, the Company froze benefit accruals under the cash balance plan.

The traditional defined benefit formula was based on participants’ service and average monthly compensation in the five highest consecutive years of their final 10 years of service. For participants in the plan who remained employed after its freezing, this measurement period goes only through December 31, 2011. Compensation included base salary, overtime pay and one-year bonuses. The amounts were expressed as a single life annuity payable at the normal retirement age of 65. An employee became vested after five years of service with A&B Predecessor or the Company. An employee may take early retirement at age 55 or older, if the employee has already completed at least five years of service with A&B Predecessor or the Company. If an employee retires early, the same formula for normal retirement is used, although the benefit will be reduced for commencement before age 62 because the employee will receive payment early and over a longer period of time.

The replacement cash balance formula provided annual retirement account contributions equal to 5 percent of an employee’s eligible cash compensation, for each year worked through December 31, 2019, while covered by the cash balance formula, plus interest. At retirement or other separation from service, the employee may elect to receive the vested cash balance portion of the Qualified Retirement Plan benefits as a lump sum or an actuarially equivalent annuity. Effective January 1, 2020, the Company froze benefit accruals under the cash balance formula and replaced the benefit with a non-elective company contribution through the A&B Individual Deferred Compensation and Profit Sharing Plan for Salaried Non-Bargaining Employees, in which participants receive 3% of their annual eligible compensation. Participants continue to receive interest credit for the cash balance benefits after the plan freeze.

A&B Excess Benefits Plan: The A&B Excess Benefits Plan is discussed in the CD&A section of this Proxy Statement. Under the pension portion of the Excess Benefits Plan associated with the Qualified Retirement Plan, benefits under the traditional defined benefit formula are payable after the executive’s separation from service in a lump sum that is actuarially equivalent to the annuity form of payment, and the cash balance account is paid as a lump sum. Under the profit sharing portion of the Excess Benefits Plan associated with the A&B Retirement Plan, amounts are credited to executives’ accounts based on achievement of goals, to be payable after the executive’s separation from service. All NEOs are eligible to participate in the Excess Benefits Plan. Effective January 1, 2020, the Company froze benefit accruals under the plan and replaced the benefit with a Non-Qualified Defined Contribution Plan as described below.

A&B Non-Qualified Defined Contribution Plan: Under the A&B Non-Qualified Defined Contribution Plan, eligible participants receive 3% of their annual eligible compensation in excess of the applicable IRS compensation limit, a discretionary gain sharing contribution up to 5% of base salary in excess of the applicable IRS compensation limit based on achievement of goals, and the lesser of 3% of eligible compensation or the applicable IRS deferral limit plan minus the maximum allowable match, including the match on catch-up contributions, under the 401(k) plan.

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Non-Qualified Deferred Compensation. The following table contains information concerning non-qualified deferred compensation for the NEOs.

2020 Non-Qualified Deferred 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

(1)

Represents contributions under the 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 2020 Summary Compensation Table.

(2)

Represents interest and earnings earned on the prior year’s cash account balance.

Other Potential Post-Employment Payments.

Change in Control Agreements: A&B has entered into Change in Control Agreements with each of the NEOs that 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. 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’s employment is terminated by A&B without “cause” or by the executive for “good reason,” 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’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’s continued benefit for a period of two years after termination. A&B will also reimburse executives for individual outplacement counseling services up to $10,000. These are “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.

In the event that any amount payable to the executive is deemed under the Internal Revenue Code to be made in connection with a change in control of the Company, and such payments would result in the excise tax imposed on “excess parachute payments” under the Internal Revenue Code, the Change in Control Agreements provide that the executive’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.

Executive Severance Plan: The Company also maintains the Executive Severance Plan (“Severance 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

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	EXECUTIVE COMPENSATION

Plan provides certain severance benefits if a designated executive is involuntarily terminated without “cause,” as defined in the Severance Plan, or laid off from employment as part of a job elimination/restructuring or reduction in force. Upon such termination of employment and execution of a release agreement acceptable to the Company, the executive will be entitled to receive an amount equal to twelve 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.

Voluntary Resignation: If the executive voluntarily resigns from the Company, no amounts are payable under the Severance Plan or the PIIP. The executive may be entitled to receive retirement and retiree health and welfare benefits to the extent those benefits have been earned or vested under the provisions of the plans. The executive may have up to three to six months after termination to exercise vested stock options at the time of termination. In addition, the executive would be entitled to any amounts voluntarily deferred (and the earnings accrued) under the tax-qualified A&B IDC Plan.

Other benefits, as described in the CD&A section of this Proxy Statement, may include accrued, vested benefits under the Qualified Retirement Plan and the Excess Benefits Plan. See also the Pension Benefits for 2020 table and accompanying narrative.

Executive Termination Scenarios

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)			—			—		—		—			—			—			—

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	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)			—			—

(1)

Assumes execution of an acceptable release agreement as provided by the Executive Severance Plan.

(2)

(3)

(4)

Retirement Benefits figures are incremental to the values shown in the Pension Benefits Table, which uses a different set of assumptions for timing of termination as described in the related narrative.

(5)

Represents the present value of amount paid as an annuity.

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	EXECUTIVE COMPENSATION

(6)

(7)

(8)

Mr. Chun and Ms. Ching are 62 or older and are eligible for unreduced retirement benefits per the Company’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 1/1/2021). The non-qualified Change in Control (“CIC”) benefits are different as they are calculated based on lump sum assumptions as of the assumed CIC date (as of 12/31/2020).

All amounts shown are lump-sum payments, unless otherwise noted. Assumptions used in the tables above are set forth in the Pension Benefits section, with the exception of non-qualified Change in Control benefits, which were calculated based on lump sum assumptions as of 12/31/2020 (1.30% (first 5 years), 1.87% (next 15 years), and 2.23% (years in excess of 20).

CEO to Median Employee Pay Ratio Information

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

In determining the summary compensation table amount of pay for our CEO and the median employee, management employed the same methodology used for NEOs as set forth in the 2020 Summary Compensation Table. The Company’s contribution to employee health plans was also included. As illustrated below, using the Total Pay amounts, A&B’s 2020 CEO to median employee pay ratio is 35:1.

CEO to Median Pay Ratio

	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

The median employee was identified using the following steps:

We selected November 22, 2020, which is within the last three months of our fiscal year end (December 31, 2020), as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient manner. We determined that, as of November 22, 2020, our employee population consisted of approximately 634 individuals, with all of these individuals located in the United States. This population consisted of our full-time part-time, and temporary employees, if any.

To identify the “median employee”, we utilized the amount of base salary and overtime our employees received, as reflected in our payroll records through November 22, 2020. When determining the “median employee,” we then approximated full-year values of base salary for all employees who were employed for a partial year.

We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since our employees are located in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the “median employee.”

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	EXECUTIVE COMPENSATION

Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $81,338.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2020 Summary Compensation Table included in this Proxy Statement.

Use of Non-GAAP Financial Measures

NOI is a non-GAAP measure used internally in evaluating the unlevered performance of the Company’s Commercial Real Estate portfolio. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only the contractual income and cash-based expense items that are incurred at the property level. When compared across periods, NOI can be used to determine trends in earnings of the Company’s properties as this measure is not affected by non-contractual revenue (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 gains or losses that do not directly relate to the Company’s ownership and operations of 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 contractually-based revenue that is realizable (i.e., assuming collectability is deemed probable) and the direct property-related expenses paid or payable in cash that are incurred in operating the Company’s Commercial Real Estate portfolio, as well as trends in occupancy rates, rental rates and operating costs. NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

NOI represents total Commercial Real Estate contractually-based operating revenue that is realizable (i.e., assuming collectability is deemed probable) less the direct property-related operating expenses paid or payable in cash. The calculation of NOI excludes the impact of depreciation and amortization (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 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 (expense), net; selling, general, administrative and other expenses (not directly associated with the property); and impairment of commercial real estate assets.

The Company reports NOI on a Same-Store basis, 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.

The Company believes that reporting on a Same-Store basis provides investors with additional information regarding the operating performance of comparable assets versus from other factors (such as the effect of developments, redevelopments, acquisitions or dispositions).

The Company’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.

A reconciliation of Commercial Real Estate operating profit to NOI, Same-Store Cash NOI and Non-Same Store Cash NOI follows:

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	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

Adjusted Free Cash Flow was a liquidity measure for the Company for the year ended December 31, 2020, as management believes that the measure provided useful information about the Company’s ability to generate cash for ongoing business 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 Adjusted Free Cash Flow. A reconciliation of Net Cash Provided by Operations to Adjusted Free Cash Flow is as follows:

(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

Adjusted Non-Grace G&A Expenses was an operating performance measure for the Company for the year ended December 31, 2020. The Adjusted Non-Grace G&A Expenses measure consists of the Company’s consolidated selling, general and administrative expenses (i.e., Corporate overhead costs as well as selling, general and administrative expenses related to the Company’s segments), adjusted to exclude selling, general and administrative expenses at the Company’s Materials & Construction (“M&C”) segment and for other adjustments. 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 Selling, General and Administrative Expense is the most directly comparable GAAP measurement to Adjusted Non-Grace G&A Expenses. A reconciliation of Selling, General and Administrative Expense to Adjusted Non-Grace G&A Expenses follows:

(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

Consolidated Adjusted Pre-tax Income (Loss) was an operating performance measure for the Company for the year ended December 31, 2020, as management believes that the measure provided insight into the operating results of the Company’s

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	EXECUTIVE COMPENSATION

businesses, excluding the M&C segment and other adjustments, and the underlying business trends affecting performance on a consistent and comparable basis from period to period. 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 Income (Loss) From Continuing Operations Before Income Taxes is the most directly comparable GAAP measurement to Consolidated Adjusted Pre-tax Income (Loss). A reconciliation of Income (Loss) From Continuing Operations Before Income Taxes to Consolidated Adjusted Pre-tax Income (Loss) follows:

(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

Materials & Construction EBITDA is calculated by adjusting segment operating loss (which excludes interest expense and income taxes) to add back depreciation and amortization recorded for the segment. The Company adjusts Materials & Construction EBITDA to arrive at Grace Adjusted EBITDA by excluding the income attributable to the Company’s joint venture interest in a materials company, as well as adjusting for items identified as non-recurring, infrequent or unusual that are not expected to recur in the segment’s normal operations and to exclude income attributable to noncontrolling interests as presented in its consolidated statements of operations.

As illustrative examples, the Company identified non-cash long-lived asset impairments recorded in different businesses within the M&C segment as non-recurring, infrequent or unusual items that are not expected to recur in the segment’s normal operations. By excluding these items from Materials & Construction EBITDA to arrive at Grace Adjusted EBITDA, the Company believes it provides meaningful supplemental information about its core operating performance and facilitates comparisons to historical operating results. Such non-GAAP measures should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

(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

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PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Shareholders are being asked to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs.

A&B’s compensation philosophy is to drive the Company’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:

•

Executive compensation is closely aligned with performance. In 2020, 78 percent of the CEO’s target total direct compensation is variable and performance-based, and 66 percent of the other NEOs’ target total direct compensation was variable and performance-based. The ratio of variable compensation is consistent with market practices.

•

The Company remains committed to responsible pay practices and has adopted policies that are representative of best practices, including a clawback policy that applies to all senior management and a policy prohibiting hedging and other speculative transactions involving Company stock. The Compensation Committee is focused on continuous improvement in executive compensation practices and policies to ensure alignment between pay and performance, as well as implementation of best practices. This includes, but is not limited to, such practices as adopting a 50th percentile target compensation philosophy, using multiple performance metrics and multi-year equity vesting, double triggers on equity grants in the event of a change in control, reasonable change-in-control agreements, protocols for an annual pay risk assessment, meaningful stock ownership guidelines, and no guaranteed bonuses, change-in-control gross-ups or stock option repricing. In 2020, the average total direct compensation for NEOs was at approximately the 50th percentile of market.

•

As described previously in this Proxy Statement, the Company’s profitability was challenged by COVID-19. The executive compensation program generally reflected below-target performance by the Company in 2020, with PIIP awards ranging between 60% and 70% of target for the NEOs. A profit sharing contribution of 0.9% was earned. Despite the challenges presented by COVID-19, the Company did not adjust its financial performance targets or exercise discretion based on COVID-19 impacts and did not provide base salary increases to NEOs.

•

The actual performance level attained for the 2018 PSU grants covering the performance period of 2018—2020 was at approximately the 16.6th percentile on a blended basis relative to the FTSE Nareit All-Equity and the Selected Peer Group indices, which resulted in no earnout of the performance shares awarded with a three-year performance horizon.

The following resolution is being submitted for a shareholder advisory vote at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure.”

Although the advisory vote is non-binding, the Compensation Committee and the Board will review the results of the vote and consider them in future determinations concerning our executive compensation program.

The Board of Directors recommends that shareholders vote FOR the approval of the resolution relating to executive compensation.

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AUDIT COMMITTEE REPORT

The Audit Committee provides assistance to the Board of Directors in fulfilling its obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of A&B, including the review and approval of all related person transactions required to be disclosed in this Proxy Statement. Among other things, the Audit Committee reviews and discusses with management and Deloitte & Touche LLP, A&B’s independent registered public accounting firm, the results of the year-end audit of A&B, including the auditors’ report and audited financial statements. In this context, the Audit Committee has reviewed and discussed A&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 rules and, with and without management present, has discussed and reviewed the results of the independent registered public accounting firm’s audit of the financial statements.

The Audit Committee has received the written communication regarding independence from Deloitte & Touche LLP required under the rules of the Public Company Accounting Oversight Board and the SEC, and has discussed with Deloitte & Touche LLP its independence from A&B. The Audit Committee has determined that the provision of non-audit services rendered by Deloitte & Touche LLP to A&B is compatible with maintaining the independence of Deloitte & Touche LLP from A&B in the conduct of its auditing function.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that A&B’s audited consolidated financial statements be included in A&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC. The Audit Committee also has appointed, subject to shareholder ratification, Deloitte & Touche LLP as A&B’s independent registered public accounting firm for 2021.

The foregoing report is submitted by Mr. Pasquale (Chairman), Ms. Laing, Mr. Leong and Mr. Yeaman.

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PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee also conducts an annual evaluation of the independent registered public accounting firm. After evaluating, among other things, qualifications, performance and independence of Deloitte & Touche LLP, the Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accounting firm of A&B for the ensuing year, and recommends that shareholders vote in favor of ratifying such appointment. Although ratification of this appointment is not required by law, the Board believes that it is desirable as a matter of corporate governance. If shareholders do not ratify the appointment of Deloitte & Touche LLP, it will be considered as a recommendation to the Board and the Audit Committee to consider the retention of a different firm. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting, where they will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.

In compliance with the Sarbanes Oxley Act of 2002 and applicable SEC rules, the Audit Committee has adopted policies and procedures for Audit Committee approval of audit and non-audit services. Under such policies and procedures, the Audit Committee pre-approves or has delegated to the Chairman of the Audit Committee authority to pre-approve all audit and non-prohibited, non-audit services performed by the independent registered public accounting firm in order to assure that such services do not impair the auditor’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 2020 were pre-approved in accordance with these policies.

For the years ended December 31, 2020 and 2019, professional services were performed by Deloitte & Touche LLP (including affiliates) for A&B as follows:

Audit Fees. The aggregate fees billed for the audit of the Company’s annual consolidated financial statements, including Sarbanes-Oxley Section 404 attestation-related work, for the fiscal years ended December 31, 2020 and 2019, the reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q and consents for SEC registration statements were approximately $1,600,000 and $1,966,000, respectively.

Audit-Related Fees. The aggregate fees billed for Audit-Related services for the fiscal years ended December 31, 2020 and 2019 were approximately $0.

Tax Fees. The aggregate fees billed for professional tax services for fiscal years ended December 31, 2020 and 2019 were approximately $17,000 and $34,000, respectively, and were related primarily to tax compliance services in 2020 and 2019.

All Other Fees. The aggregate fees billed for other services for fiscal years ended December 31, 2020 and 2019 were approximately $0.

SHAREHOLDERS WITH THE SAME ADDRESS

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 whose shares are held by a bank, broker or other nominee, you can request information about householding from your bank, broker or other nominee.

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OTHER BUSINESS

SHAREHOLDER PROPOSALS FOR 2022

Proposals of shareholders intended to be presented pursuant to Rule 14a-8 under the Exchange Act at the 2022 Annual Meeting of A&B must be received at the headquarters of A&B on or before November 16, 2021 in order to be considered for inclusion in the year 2022 Proxy Statement and proxy.

In order for proposals of shareholders made outside of Rule 14a-8 under the Exchange Act to be considered “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 28, 2021. A&B’s Bylaws require that shareholder proposals made outside of Rule 14a- 8 under the Exchange Act must be submitted, in accordance with the requirements of the Bylaws, not later than December 28, 2021 and not earlier than November 28, 2021.

By Order of the Board of Directors

ALYSON J. NAKAMURA
Vice President and Corporate Secretary

ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT

01 - Christopher J. Benjamin04 - Thomas A. Lewis, Jr.07 - Eric K. Yeaman02 - Diana M. Laing05 - Douglas M. Pasquale03 - John T. Leong06 - Michele K. SaitoFor Against Abstain For Against Abstain For Against Abstain1PCFUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.03DSUB++A Proposals — The Board of Directors recommends a vote FOR the nominees listed and FOR Proposals 2 AND 3.2. PROPOSAL TO APPROVE THE ADVISORY RESOLUTION RELATINGTO EXECUTIVE COMPENSATION3. PROPOSAL TO RATIFY THE APPOINTMENT OFDELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM OF THE CORPORATION1. Election of Directors:For Against AbstainNOTE: 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.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.NOTE: Such other business as may properly come before 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 VOTEDFOR PROPOSALS 1, 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ANYADJOURNMENTS OR POSTPONEMENTS THEREOF.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qAnnual Meeting Proxy CardFor Against AbstainYou may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/ALEXor scan the QR code — login details arelocated in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaYour vote matters – here’s how to vote!822 Bishop Street, Honolulu, Hawaii 96813PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 2021SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Christopher J. Benjamin, Douglas M. Pasquale and Eric K. Yeaman, 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 Shareholders of the Corporationto be held on Tuesday, April 27, 2021, and at any adjournments or postponements thereof, on the matters set forth in the Notice of Meeting and ProxyStatement, 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 VOTEDFOR PROPOSALS 1, 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ANYADJOURNMENTS OR POSTPONEMENTS THEREOF.PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.(continued and to be marked, dated and signed, on other side)Proxy — ALEXANDER & BALDWIN, INC.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qC Non-Voting Items++Change of Address — Please print new address below.Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.The Proxy Statement and the 2020 Annual Report to Shareholders are available at: www.envisionreports.com/ALEX

TABLE OF CONTENTS

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The 2021 Annual Meeting of Shareholders of Alexander & Baldwin, Inc. will be held onTuesday, April 27, 2021 at 8:00 A.M. local time, virtually via the internet at www.meetingcenter.io/245597085.To access the virtual meeting, you must have the information that is printed in the shaded barlocated on the reverse side of this form.The password for this meeting is — ALEX2021.

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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS	~~Page~~

SUMMARY INFORMATION		i
ANNUAL MEETING INFORMATION		1
~~GENERAL INFORMATION ABOUT THE ANNUAL MEETING~~		1

PROPOSAL NO. 1: Election of Directors		3 4
Director Nominees and Qualifications of Directors		3 4

~~CERTAIN INFORMATION CONCERNING THE~~ BOARD OF DIRECTORS INFORMATION		9 8
Corporate Governance Profile		8
Shareholder Engagement		8
Director Independence		9 8
Board Leadership Structure		9 8
The Board’s Role in Strategy and Risk Oversight		9 8
Pay Risk Assessment		9
Board of Directors and Committees of the Board		10 9
Nominating Committee Processes		11 10
Board and Committee Self-Evaluation Process		11
Corporate Governance Guidelines		12
Code of Ethics		12
Code of Conduct		12
~~Shareholder Engagement~~A&B’s Culture		12
Corporate Responsibility and Sustainability		13
Compensation of Directors		12 13
Director Share Ownership Guidelines		14 15
Communications with Directors		14 15
SHAREHOLDERS SECURITY OWNERSHIP		16
~~SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS~~		15

~~CERTAIN INFORMATION REGARDING~~ DIRECTORS AND EXECUTIVE OFFICERS INFORMATION		16 17
Security Ownership of Directors and Executive Officers		16 17
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		16
Certain Relationships and Transactions		16 17

EXECUTIVE COMPENSATION		19
Compensation Discussion and Analysis		19
Compensation Committee Report		32 29
Compensation Committee Interlocks and Insider Participation		32 29
Summary Compensation Table		33 30
Grants of Plan-Based Awards		31
Outstanding Equity Awards at Fiscal Year-End		32
Option Exercises and Stock Vested		33
Pension Benefits		33
Non-Qualified Deferred Compensation		35
Other Potential Post-Employment Payments		35
CEO to Median Employee Pay Ratio Information		34 38
~~Grants~~Use of ~~Plan-Based Awards~~Non-GAAP Financial Measures		35 39
~~Outstanding Equity Awards at FiscalYear-End~~		36
~~Option Exercises and Stock Vested~~		37
~~Pension Benefits~~		38
~~Non-Qualified~~ ~~Deferred Compensation~~		39
~~Other Potential Post-Employment Payments~~		39
~~Use ofNon-GAAP~~ ~~Financial Measures~~		43

PROPOSAL NO. 2: Advisory Vote on Executive Compensation		45 42

AUDIT COMMITTEE REPORT		46 43

PROPOSAL NO. 3: Ratification of Appointment of Independent Registered Public Accounting Firm		47 44

SHAREHOLDER PROPOSALS FOR ~~2019~~2022		49 45

	ALEXANDER & BALDWIN, INC. ▪ 2021 PROXY STATEMENT
			P~~AGE~~ 1


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

			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 ($) (e)		Threshold (#) (f)		Target (#) (g)		Maximum (#) (h)						Exercise or Base Price of Option Awards ($/Sh) (k)		Grant Date Fair Value of Stock and Option Awards ($)(5) (l)
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

~~By Internet~~

~~By Phone~~

~~By Mail~~

~~In Person~~