hope that you can join us.
14, 2023.
Chief Executive Officer
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NOTICE OF ANNUAL MEETING |
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When: | Meeting Agenda: | |||||||||
Tuesday, April
25, 2023
Where: The 2023 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.meetnow.global/MSJM4Y7. To participate in the Annual Meeting, a record shareholder will need to enter the 15-digit control number found on the proxy card. | ||||||||||
1. | Elect | |||||||||
2. | Conduct an advisory vote on executive compensation; | |||||||||
3. | Ratify the appointment of the independent registered public accounting firm for the ensuing year; and | |||||||||
4. | Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof. | |||||||||
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Vice President and Corporate Secretary
|  |  |  | |||
When: | Tuesday, April | |||||
Where: | ||||||
Record Date: | ||||||
Voting: | ||||||
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| Shareholders as of the record date are entitled to | |||||
Attendance: | Record shareholders must have the control number printed on their proxy card in order to access the virtual meeting. Shareholders | |||||
| Agenda Item | Board Recommendation | Page Reference | ||||||||||||
| Name | Director Since |
| Committees | |||||||||||||||||
| Christopher J. Benjamin | 2016 | Baldwin, Inc. | — | |||||||||||||||||
| 2019 | •Audit •Compensation | |||||||||||||||||||
| John T. Leong | 2020 | Co-Founder & CEO of Co-Founder & CEO of Pono Pacific Land Management, LLC | •Audit | |||||||||||||||||
|
|
| ||||||||||||||||||
| ||||||||||||||||||||
| Thomas A. Lewis, Jr. | 2017 | Retired CEO, Realty Income Corporation | •Compensation | |||||||||||||||||
Douglas M. Pasquale | 2012 | Founder & CEO of Capstone Enterprises | •Audit, Chair •Nominating & Corporate Governance | |||||||||||||||||
| ||
| Name | Director Since |
| Committees | |||||||||||||||||
| Michele K. Saito | 2012 | Executive Committee member and past Chair, Hawaii Business Roundtable Former President, DTRIC Insurance Company | •Compensation, Chair | •Nominating & Corporate Governance | ||||||||||||||||
| Eric K. Yeaman | 2012 | •Audit | •Nominating & Corporate Governance, Chair | |||||||||||||||||
 |  |
| Page | ||||||||
GENERAL INFORMATION ABOUT THE
INFORMATION
Computershare
Alexander & Baldwin Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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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.
14, 2023.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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.
Under A&B’s retirement policy for directors, Charles G. King, who has served as a director of A&B or A&B Predecessor since 1989, is retiring from the Board at the Annual Meeting. In addition to his service as a director, Mr. King served as the Lead Independent Director of A&B 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. The Board and management thank Mr. King for his years of service and valued advice.
Strong combined skillset* and local Hawaii expertise effectively position
| Commercial Real Estate | 6 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
| Real Estate Development/Construction | 6 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
| Executive Leadership | 11 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
| Finance/Accounting | 7 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
| Public Board | 6 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
| Agricultural Operations | 4 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
| Hawaii Market and Community Knowledge | 10 of 11 Directors | |||||||||||||||||||||||||||||||||||||||||||||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | ||||||||||||||||||||||||||||||||||||
| ✓ | Commitment to strong corporate governance | ✓ | Focus on long-term value creation | |||||||||||
| ✓ | High ethical standards | ✓ | Diversity | |||||||||||
| ✓ | Operating segment expertise | ✓ | Knowledge of and involvement in Hawaii | |||||||||||
  | Christopher J. Benjamin Age: 59 | |||||
68over a decade,nearly two decades, Mr. Benjamin, who is President andthe 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 Doane70
Director Since: 2012Director of A&B since June 2012Director of A&B Predecessor from October 1998 through June 2012Chairman of the Board of A&B Predecessor from April 2006 through December 2009ExecutiveFinancial Officer of A&B Predecessor from October 1998November 2018 through December 2009Predecessor from October 19982018 through September 2008May 2019A&B Predecessor’s subsidiary, Matson NavigationSpirit Realty Capital, Inc. (NYSE:SRC) since August 2018Inc. (“MNC”)(NYSE:MAC) from October 19982003 through June 2012, ChairmanDecember 2022Boardacquisition, renovation, leasing and operation of MNC from April 2006 through September 2008single-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 from July 2002 to January 2004Director, First Hawaiian, Inc. (“FHI”) (NASDAQ:FHB) since August 2016Director Qualifications: As a member of A&B Predecessor’s senior management team for almost two decades, Mr. Doane, who was Chief Executive Officer and Chairman of the Board of A&B Predecessor until his retirement from those positions in 2009, 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. Mr. Doane’s experience managing a complex business organization has provided him with financial expertise and heorganization. She has been designated by the Board of Directors as an Audit Committee Financial Expert. HeShe also has board experience, including her service on the boards of other publicly traded companies.
Director Since: 2020ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Director Qualifications: As Chairman and Chief Executive Officer of FHB, Hawaii’s largest financial institution, Mr. Harrison brings to the Board experience in managing complex business organizations. He also has banking and financial expertise. Mr. Harrison has board experience through his service on various corporate andnon-profit boards and is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.
 |
|
Director Qualifications: As former President and Chief Executive Officer of Grace Pacific and Chairman of the Board and President of Royal Contracting Co., Ltd., both major Hawaii infrastructure and construction companies, Mr. Hulihee brings to the Board construction and development expertise and experience in managing complex business organizations. Mr. Hulihee has board experience, including his service on various corporate andnon-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations. Mr. Hulihee also is A&B’s largest individual shareholder, owning or controlling approximately 4.5% of our outstanding shares, and as such his interests are well-aligned with those of shareholders.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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 |
|
Director Qualifications: As a member of A&B’s and A&B Predecessor’s senior management team for two decades, Mr. Kuriyama, who is Chairman of the Board and former Chief Executive Officer of A&B, brings to the Board anin-depth knowledge of all aspects of the Company’s real estate operations, including commercial real estate and real estate development, and its agribusiness operations. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.
 | Thomas A. Lewis, Jr. Age: 70 |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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 | ||||
 | Douglas M. Pasquale Age: 68 Lead Independent Director since 2018 | |||
63 Director Qualifications: As former President of DTRIC Insurance Company andQualifications: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.
58
Director Since: 2012sincefrom March 2014 through June 2021Vice President of Finance and Operations of AIG Hawaii from 1995 through 2000 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.ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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 | ||||
 |
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Director Qualifications: As Chairman and Chief Executive Officer of Foodland, the largest locally-owned grocery retailer in Hawaii, and other entities in its family of companies, Ms. Wall brings to the Board experience in managing complex business organizations and has commercial real estate and retail expertise. She also has board experience, through her service on various corporate andnon-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through her involvement in the Hawaii business community and local community organizations.
 | Eric K. Yeaman Age: 55 Chairman of the Board since October 2020 |
, INC. ◾ 2018NC. ▪ 2023 PROXY STATEMENT
Mr. Kuriyama transitioned from executive Chairman of the Board (“Chairman”) tonon-executive Chairman, effective January 1, 2017.
Lead Independent Director Duties Include
The Board’s Role in Strategy and Risk Oversight.The Board oversees the strategic direction of the Company. It has provided leadership on critical strategic issues, including focusing and growing the commercial real estate portfolio in 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.risk- basedrisk-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.Assessment.Assessment.The Compensation Committee has a formal review process to consider and discuss thereviews 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 Companythe 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.ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
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Based on its formal review process, the Compensation Committee concluded that there continues to be no material adverse effects due to pay risk. Management and the Compensation Committee concluded that A&B’s employeeNEO compensation programs represent an appropriate balance of fixed and variable pay, cash and equity, short-term and long-term compensation, financial andnon-financial performance, and an appropriate level of enterprise-wide risk oversight.
Strong Compensation Risk Management
Strong Compensation Risk Management •Robust stock ownership guidelines •Multi-year vesting periods of equity awards •Capped incentive payments •Use of multiple performance metrics •Pay philosophy for all elements of pay targeted at the 50th percentile •Reasonable payout tied to company and individual performance (e.g., incentive awards funding of 50% at threshold, 100% at target, 200% at maximum, with linear interpolation between each goal) •50% of NEOs’ equity awards granted are performance-based, using relative total shareholder return (“TSR”) over three years as a performance metric •Review of goal-setting by the Compensation Committee to ensure that goals are appropriate •Mix of pay that is consistent with competitive practices for organizations similar in size and complexity •Insider trading and hedging prohibitions •A compensation clawback policy •Oversight by a Compensation Committee composed of independent directors | ||
Board of Directors and Committees of the Board.The Board of Directors held eightseven meetings during 2017. In conjunction with seven of these2022. At all regularly scheduled meetings, the independent directors of A&B met in formally-scheduled executive sessions, led by the Lead Independent Director (Charles G. King). Mr. King will be retiring from the Board effective asChairman of the Annual Meeting; Douglas M. Pasquale has been appointed as Lead Independent Director upon Mr. King’s retirement.Board. In 2017,2022, all directors were present at 100% 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.
| Name | Audit Committee |
Compensation |
| Nominating and Corporate Governance Committee | ||||||||||||||||
Christopher J. Benjamin | ||||||||||||||||||||
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ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| Diana M. Laing | Member | Member | |||||||||
| John T. Leong | |||||||||||
| Member | |||||||||||
| Member | ||||||||||
| Douglas M. Pasquale | Chair | Member | |||||||||
| Michele K. Saito | Chair | Member | |||||||||
| Eric K. Yeaman | Member | Chair | |||||||||
2022.
Mr. King will be retiring from the Board effective as of the Annual Meeting; •Ms. Saito, will be appointed as Chair upon
2022.
Currently, of our seven directors, two are women and three are ethnically diverse. Board leadership also is diverse -- the Chairman of the Board, who also chairs the Nominating and Corporate Governance Committee, is part Native Hawaiian and the Chair of the Compensation Committee is female. Hawaii, where we have been headquartered for over 150 years, is a diverse community. The Board considers the diversity of our workforce, community, tenants and stakeholders as it evaluates its composition.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
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.
Mr. Lewis was recommended 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, director retirement age and limits on board seats •Stock ownership guidelines •Director independence, and executive sessions of non-management directors •Board self-evaluation •Board compensation •Board access to management and outside advisors •Board orientation and continuing education •Leadership development, including annual evaluations of the CEO and management succession plans | ||
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.
2022.www. alexanderbaldwin.com.www.alexanderbaldwin.com. A&B intends to disclose any changes in or waivers from its Code by posting such information on its website.viewslives of itsHawaii’s people, enables our tenants to thrive and creates value for our shareholders. During 2017, membersmanagementcommunities. Support our employees in their quest to further their careers, provide for their families, enjoy their work and give back to the community.Be guided in all actions by strong moral principles, in keeping with A&B’s legacy of honesty and fairness. Value and respect the unique qualities, perspectives and contributions of each employee and seek to understand the priorities of community members. Embrace innovation and seek better approaches. Share information and ideas and work together to find the best solutions. Make clear and timely decisions and communicate them widely. Hold ourselves accountable for delivering results and recognizing achievement. shareholders who cumulatively owned 71 percentor offered to meet with governance teams from investors representing approximately 63% of our stock, including some of our largest investors. This outreach is part of our commitment to communicate with our shareholders.operations, corporate governance, executive compensationtenant sustainability outreach, several tenants implemented significant equipment upgrades to utilize energy or water efficient models.environmental initiativesinclusion (“DEI”) and to solicit feedback on thesesustainability, supporting A&B Pride (a LGBTQ+ affinity group), a women’s leadership development group, and a variety“Green Team.”other topics. Shareholder perspectives are shared with the Board. Shareholder feedback was taken into accounthigher education degrees. We also provided a health and wellness program in the decisionwhich approximately 70% of employees participated.eliminate the classified board structure and adopt a majority voting standard for director elections.CompanyCompensation Committee periodically reviews the compensation of itsA&B’s non-employee Directors directors with the assistance of its executiveindependent compensation consultant, WTW (formerly Willis Towers Watson (“WTW”)Watson). The compensation levels and components were last reviewed in July 2021 along with the annual review of 2016 and the Company’s share-ownership guidelines. The share-ownership guidelines are reviewed annually and, in each case, were deemed to be well aligned with market competitive practices withand remain unchanged in 2022. With regard to director compensation, certain compensation levels were considered to be below market competitive practices and were revised in 2022. This was the exception offirst time A&B has made adjustments to non-Chairman pay elements in the vesting period for annual equity grants. The 2018 annual grants will vest in their entirety a year after grant date. last 11 years.Table)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, 20172022 through December 31, 2017.Name Fees
Earned
or Paid
in Cash
($)Stock
Awards
($)(1)Option
Awards
($)(2)Non-Equity
Incentive
Plan
Compen-
sation
($)Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($)All Other
Compen-
sation
($)Total
($)(a) (b) (c) (d) (e) (f) (g) (h) Diana M. Laing 73,500 100,010 N/A N/A N/A 0 173,510 John T. Leong 66,000 100,010 N/A N/A N/A 500 (3) 166,510 Thomas A. Lewis, Jr. 63,500 100,010 N/A N/A N/A 0 163,510 Douglas M. Pasquale(4) 112,500 100,010 N/A N/A N/A 2,000 (3) 214,510 Michele K. Saito 81,000 100,010 N/A N/A N/A 0 181,010 Eric K. Yeaman(5) 125,000 160,007 N/A N/A N/A 0 285,007 , INC. ◾ 2018NC. ▪ 2023 PROXY STATEMENT
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2017 Director Compensation
Name
| Fees ($)
| Stock
| Option
| Non-Equity
|
Change in ($)
| All Other
| 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 the annual automatic grant of Restricted Stock Unit (“RSU”) awards made in 2022. 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 2022 Annual Report on Form 10-K. At the end of 2022, Ms. Laing, Mr. Leong, Mr. Pasquale and Ms. Saito each held 4,669 RSUs, Mr. Lewis held 8,669 RSUs and Mr. Yeaman held 7,470 RSUs. (2)No director holds any outstanding stock options and no stock |
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
(3)Represents charitable contributions under the matching gifts program described in the Matching Gift Program section below.
Pay Element | Amount | |||||||||||||||
Annual Board Cash |
|
| $56,000 | |||||||||||||
Chairman of the Board |
|
| $100,000 | |||||||||||||
Lead Director Annual Cash Retainer |
|
| $81,000 | |||||||||||||
|
|
|
| |||||||||||||
|
|
| ||||||||||||||
|
|
| ||||||||||||||
|
|
|
| |||||||||||||
|
|
| ||||||||||||||
| $ |
| 10,000 | |||||||||||||
$7,500 | ||||||||||||||||
| $7,500 | ||||||||||||||||
| Committee Chair Cash Retainers (in addition to Committee Member Cash Retainer) | •Audit | $14,000 | ||||||||||||||
•Compensation | $10,000 | |||||||||||||||
•Nominating and Corporate Governance | $7,500 | |||||||||||||||
| Annual Equity Award |
|
| $100,000 | |||||||||||||
Chairman of the Board | $ |
| 160,000 | |||||||||||||
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.
Name and Address of Beneficial Owner
|
Amount of
|
Percent of
| |||||||||||||
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
| %
| |||||||||
| Name and Address of Beneficial Owner | Amount of Beneficial Ownership | Percent of Class | |||||||||
| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 13,983,358 | (a) | 19.3% | ||||||||
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 11,896,545 | (b) | 16.4% | ||||||||
| State Street Corporation One Lincoln Street Boston, MA 02111 | 4,207,231 | (c) | 5.8% | ||||||||
Name or Number in Group
|
Number of Shares
| 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 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 – 91,088 shares, Ms. Ching – 3,976 shares, and directors, nominees and executive officers as a group – 95,064 shares and (ii) sole voting power only: Ms. Ching – 709 shares, Mr. Parker – 541 shares, and | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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,as a group – 1,250 shares.
April 16, 2023. No director or executive officer holds any outstanding stock options and no stock options have been granted by A&B or by A&B Predecessor since 2012.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
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.
A&B’s business strategy is Hawaii-focused and, accordingly, a number
Related Person Relationships with First Hawaiian Bank: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 (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) SEC rules.
A
| ||
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 of 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. ◾ 2018 PROXY STATEMENT
Executive Summary
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 •
•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 •Compensation recoupment (“clawback”) policies established for executives •NEOs generally participate in the same health and welfare benefit plans as other salaried employees • | ||
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
|
Performance Accomplishments in 2017. In2017, 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 ofnon-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:
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:
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
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.
Other
Compensation Overview
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Compensation Philosophy and Objectives.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”Pay Elements section of the CD&A:
Element of Pay | Composition |
|
| Rationale | ||||||||||||
Base Salary | Cash |
|
|
| ||||||||||||
Annual Cash
| Cash |
PIIP metrics for all NEOs* (except Mr. Schreck): •60% A&B Performance Grid Metrics •10% Grace Pacific Performance Grid Metrics •30% Individual Goals PIIP metrics for Mr. Schreck: •10% A&B Performance Grid Metrics •60% Grace Pacific Performance Grid Metrics •30% Individual Goals AIP metrics for Mr. Chun**: •70% A&B Performance Grid Metrics •30% Individual Goals |
|
| •Rewards both immediately measurable accomplishments and actions that create longer-term value | |||||||||||
| One-time Simplification Incentive | Cash | For all NEOs (except Mr. Schreck and Mr. Chun): 75%-100% of Participant’s Annual Cash Incentives Target For Messrs. Schreck and Chun: Awards based on a percentage of transaction value and expected level of involvement in each transaction |
•Rewards the execution of the Company’s simplification strategy with respect to
| monetization of specific asset groups over a one-to-two-year period | ||||||||||||
Long-Term Incentives | Equity | For all NEOs* (except Mr. Chun): •50%
◦Relative 3-year TSR (FTSE Nareit All-Equity Index & Selected Peer Group) •50% RSUs ◦3-year vesting period For Mr. Chun: •30% PSUs ◦Relative 3-year TSR (FTSE Nareit All-Equity Index & Selected Peer Group) •70% RSUs ◦3-year vesting period |
|
| ||||||||||||
|
| |||||||||||||||
Health and Benefits | — |
| while supporting their wellbeing | |||||||||||||
Retirement Benefits | — |
| ||||||||||||||
Severance Benefits | — |
| ||||||||||||||
2022. For the pay elements listed above, A&B targets pay at around the 50
th percentile.ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Compensation*
Provided by Each Core Pay Element for 2017
2022
|
| |||||||
•Investor feedback | ||||||||
|
| |||||||
|
| |||||||
|
| |||||||
pay-for-performance principles |
| |||||||
|
| |||||||
|
| |||||||
to Company performance and shareholder value |
| |||||||
Salary Total Cash Total Direct A&B Target A&B Actual Benchmark Data (target) The Compensation CommitteeA&B 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 compensationOne 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 ofmetrics considered is the CEO’s salary, TCC and TDCannual compensation relative to the average annual compensation for the other NEOs, as reflected incompared with such a ratio based on 50th percentile benchmark data. For 2022, 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 aCEO-to-ratio betweenthan the CEO and other NEOs than that50th percentile ratio of companies of similar size in general industry.2017 Ratio of Target and Actual CEO Payour executive talent market. This finding indicates that our CEO’s annual compensation is reasonable in relation to Other NEOs*
Compensation
Compensation 1.87 2.41 3.10 1.87 2.36 3.11 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.ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Pay Elements
Salary:
(not including one-time simplification incentive).
salary and incentive award.
| NEO | Base Salary as of 12/31/21 | % Change | Base Salary as of 12/31/22 | ||||||||
| Mr. Benjamin | $710,700 | 4.0 | % | $739,000 | |||||||
| Mr. Chun* | $275,600 | 45.1 | % | $400,000 | |||||||
| Mr. Parker | $440,000 | 2.3 | % | $450,000 | |||||||
| Ms. Ching | $320,000 | 3.0 | % | $329,600 | |||||||
| Mr. Schreck | $319,300 | 3.4 | % | $330,000 | |||||||
| Mr. Brown** | $420,000 | N/A | N/A | ||||||||
Salary Information for 2016 – 2017
NEO
| Base Salary as
| % Change
| Base Salary
|
Estimated
| ||||||||||||||||
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
|
| ||||||||
that date was $432,600.
For 2017, the incentive pool funding of the PIIP awards for the Company’s NEO’s (other than Mr. Parker) were derived from the following performance measures: Real Estate Development & Sales Gross Margin, Commercial Real Estate Same-Store NOI, and Total Commercial Real Estate NOI for its real estate operations; Adjusted EBITDA for its Materials & Construction segment; Consolidated AdjustedPre-Tax Income and a Value Creation rating for overall Company performance. These factors were selected because the Company believes they best reflect the results of business execution and profitability levels of the respective segments, and Value Creation reflects accomplishments of the
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
|
applicable. The Company believes that the annual incentive structure drives the following objectives:
Companyindividual goals were established in February 2022. Awards can range from 0% to 200% of target for PIIP and Business Unit Performance.The annual corporatefrom 0% to 150% for AIP.
For determination
Corporate Goal ($ 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 financialfor each Performance Grid Metric 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 $150,000 for 2017 per his employment agreement as described on page 29. Beginning with the 2018 calendar year, Mr. MeadIndividual Goal is eligible to participate in the Alexander & Baldwin, Inc.One-Year Performance Improvement Incentive Plan. As part of a retention agreement, Mr. Ito was not eligible to participate in the PIIP for 2017. As described earlier, Mr. Benjamin’s award is determined by the Compensation Committee based on its assessment of his individual performance and contributions, taking into account overall Company results.
The levels of achievement for financial and operating goals and value creation are rated on a scale from 0 to 3, as follows: 0 for below threshold performance, 1.0 for threshold performance, 2.0 for target performance and to 3.0 for maximum performance. The factors included in the Performance Grid Metrics were selected because the Company believes they best reflect the results of business execution and achievement of financial metrics of the respective operations and align with performance measures used more traditionally by our REIT peers. In addition, individual goals reward the individual contributions and accomplishments that are not necessarily reflected in annual financial results. Individual award levels are determined by multiplying each NEO’s incentive target by the weighting of each element (A&B grid, Grace grid and individual goals) and by performance ratings for the applicable measures at below threshold (0%), threshold (50%), target (100%) or maximum (150% for AIP and 200% for PIIP) levels, with proration between threshold, targetthese levels, as determined by the Compensation Committee. The CEO recommends individual goal ratings for the non-CEO NEOs while the CEO’s individual goal rating is determined separately by the Compensation Committee.
| A&B Performance Metrics ($ in millions) | Threshold | Target | Maximum | Actual | 0-3 Rating | Weighting | ||||||||||||||
| CRE Same-Store NOI Growth(1) | -0.5% | 1.0% | 4.0% | 6.0 | % | 3 | 40% | |||||||||||||
| Core FFO per Diluted Share(1) | $ | 0.94 | $ | 0.98 | $ | 1.04 | $ | 1.13 | 3 | 30% | ||||||||||
| Average Net Debt to Core EBITDA(1) | 6.7x | 6.3x | 5.7x | 5.3x | 3 | 30% | ||||||||||||||
| Grace Pacific Performance Metrics ($ in millions) | Threshold | Target | Maximum | Actual | 0-3 Rating | Weighting | ||||||||||||||
| Grace Pacific Adjusted EBITDA(1) | $ | 6.9 | $ | 13.8 | $ | 19.0 | $ | 7.1 | 1 | 60% | ||||||||||
| Consolidated Backlog (EOY)(2) | $ | 150.0 | $ | 180.0 | $ | 200.0 | $ | 209.0 | 3 | 20% | ||||||||||
| Net Cash Flow to/(from) A&B(3) | $ | 3.4 | $ | 6.8 | $ | 10.3 | $ | -20.4 | 0 | 10% | ||||||||||
| Safety (RIR) (4) | 3.5 | 3.1 | 2.7 | 3.2 | 2 | 10% | ||||||||||||||
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| Individual Goals | ||||
| Mr. Benjamin | •Support commercial real estate growth efforts including deal sourcing and evaluating and improving external market positioning. •Lead corporate streamlining efforts while ensuring that simplification and monetization goals are achieved. •Lead liability mitigation efforts by documenting and resolving known legacy obligations. | ||||
| Mr. Chun | •Provide direct oversight of the implementation of the Enterprise Resource Planning (ERP) system in a timely and cost-effective manner. •Actively oversee the successful completion of additional ERP modules in a timely and cost-effective manner. •Effectively manage department expenses and optimize cost efficiencies. •Develop succession and future state plans for the Finance and Accounting departments. | ||||
| Mr. Parker | •Refine asset management model and process. •Deploy growth capital for commercial real estate acquisitions and development. •Oversee overall land management and monetization efforts on Neighbor Islands. •Implement a professional development plan. | ||||
| Ms. Ching | •Direct the overall management of water matters relating to the Company's land stewardship. •Provide government relations leadership and support for the achievement of the Company's simplification and REIT-related goals. •Support Grace Pacific’s Makakilo quarry extension permitting effort. •Continue implementation of organizational design changes for External Affairs department to align with A&B's simplified business model. | ||||
| Mr. Schreck | •Position Grace Pacific for sale. •Reduce non-core liabilities and advance ongoing environmental remediation efforts. • Manage KT&S and support CEO in resolution/transfer of A&B non-core obligations. | ||||
| Mr. Brown | •Support growth with creative structuring while maintaining target credit metrics. •Manage non-Grace G&A expenses. •Increase new investor targeting and sell-side research coverage. | ||||
Creation accounts
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 andbuild-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 approveddetermined by the Compensation Committee each year.separately from other plan participants. The award is calculated using a 60% weighting for the same A&B Performance Grid Metrics and 10% weighting for the same Grace Pacific Performance Grid Metrics applicable to all other NEOs plus a 30% weighting for Individual Goals. The Compensation Committee and the Board of Directors evaluate the CEO’s individual goal performance based on criteria established at the beginning of 2022, including leadership and execution of organizational initiatives and strategies. Based on that evaluation, the Compensation Committee rates the CEO’s individual performance on a scale from 0 to 3, as follows: 0 for below
Individual performance of the other NEOs is reviewed and assessed by the CEO. The CEO did not apply any individual modifiers.
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
|
| |||||||||||||||||||||||||
Equity-Based Compensation:
| Target PIIP and AIP Award | Actual as a % of | Actual PIIP and AIP Award | |||||||||||||||
| NEO | % of Base Salary | $ | Target | % of Base Salary | $ | ||||||||||||
| Mr. Benjamin | 110 | % | $812,900 | 158% | 174% | $1,284,155 | |||||||||||
| Mr. Chun* - AIP (11 months) | 55 | % | $144,506 | 139% | 76% | $200,502 | |||||||||||
| - PIIP (one month) | 70 | % | $23,333 | 165% | 116% | $38,610 | |||||||||||
| Mr. Parker | 100 | % | $450,000 | 158% | 158% | $710,872 | |||||||||||
| Ms. Ching | 55 | % | $181,280 | 180% | 99% | $325,799 | |||||||||||
| Mr. Schreck | 55 | % | $181,500 | 109% | 60% | $197,980 | |||||||||||
| Mr. Brown** (11 months) | 80 | % | $317,240 | 100% | 80% | $317,240 | |||||||||||
The table below describes the award level, as a percentage of the NEO’s 2021 PIIP target, the maximum 2022 award payout and the actual 2022 award amount:
| Award Potential as % of PIIP Target | 2022 Award Potential in Dollars | 2022 Award | ||||||||||||||||||
| Individual | Kukui’ula Sale* | M&C Sale | Ag/Energy Assets | Total | ||||||||||||||||
| Chris Benjamin | 30 | % | 40 | % | 30 | % | 100 | % | $ | 426,773 | $ | 182,903 | ||||||||
| Lance Parker | 50 | % | 20 | % | 30 | % | 100 | % | $ | 168,750 | $ | 101,250 | ||||||||
| Meredith Ching | 25 | % | 25 | % | 25 | % | 75 | % | $ | 67,980 | $ | 33,990 | ||||||||
| Brett Brown | 30 | % | 40 | % | 30 | % | 100 | % | $ | 181,692 | $ | 77,868 | ||||||||
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.
, INC. ◾ 2018NC. ▪ 2023 PROXY STATEMENT
| ||
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.
| Target 2022 | LTI Vehicle Mix | ||||||||||
| NEO | LTI Value | PSUs | RSUs | ||||||||
| Mr. Benjamin | $ | 1,700,000 | 50 | % | 50 | % | |||||
| Mr. Chun | $ | 200,000 | 30 | % | 70 | % | |||||
| Mr. Parker | $ | 750,000 | 50 | % | 50 | % | |||||
| Ms. Ching | $ | 250,000 | 50 | % | 50 | % | |||||
| Mr. Schreck | $ | 165,000 | 50 | % | 50 | % | |||||
| Mr. Brown | $ | 700,000 | 50 | % | 50 | % | |||||
| Performance |
| Earnout* | ||||||||||||||||
Threshold | 35th Percentile |
|
| 35% of Target | ||||||||||||||
Target | 55th Percentile |
|
| 100% of Target | ||||||||||||||
Maximum | 75th Percentile |
|
|
| ||||||||||||||
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
|
| |||||||||||
|
|
|
| |||||||||
|
|
|
| |||||||||
|
|
| 200% of Target | |||||||||
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Beginning with grants of PSUs made in 2018,* With proration between these levels
Beginning withPSUs granted in 2020 were earned.
LTI andfollowing table:
NEO
| Base Salary as of
| 2017 LTI Grant
|
Target Total Direct (Including Base
| Estimated
| ||||||||||||
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
|
| ||||
2022*
| NEO | Base Salary as of 12/31/22 | Target PIIP Award | 2022 LTI Grant | Target Total Direct Compensation | ||||||||||
| Mr. Benjamin | $ | 739,000 | $ | 812,900 | $ | 1,700,000 | $ | 3,251,900 | ||||||
| Mr. Chun** | $ | 400,000 | $ | 280,000 | $ | 200,000 | $ | 880,000 | ||||||
| Mr. Parker | $ | 450,000 | $ | 450,000 | $ | 750,000 | $ | 1,650,000 | ||||||
| Ms. Ching | $ | 329,600 | $ | 181,280 | $ | 250,000 | $ | 760,880 | ||||||
| Mr. Schreck | $ | 330,000 | $ | 181,500 | $ | 165,000 | $ | 676,500 | ||||||
| Mr. Brown*** | $ | 432,600 | $ | 346,080 | $ | 700,000 | $ | 1,478,680 | ||||||
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 SharingProfit-Sharing Plan and the A&B Non-Qualified Defined Contribution Plan, as described below.
2022.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
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:The Company provides severance benefits pursuant to the Severance Plan and Change in Control agreements to reinforce and encourage the continued attention and dedication of members of the Company’s top management, including NEOs, to their assigned duties without possible distraction and disruption arising from a 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 andevent. Severance arrangements also are provided to providemaintain a competitive pay package. The Compensation Committee designed the change in control agreement to provide a competitively structured program, and yet be conservative overall in the amounts of potential award payouts. The Compensation Committee’s decisions regarding other compensation elements are affected by the potential payouts under these arrangements, as the Committee considers how the terms of these arrangements and the other pay components interrelate. These agreementsarrangements are described in further detail in the “Other Potential Post-Employment Payments” section of this Proxy Statement.
Effective January 1, 2022, NEOs receive the same life insurance coverage maximum of two times base salary as is provided in general to all salaried non-bargaining unit employees, with maximum amounts of $1,000,000 for NEOs and $400,000 for other employees. Effective January 1, 2022, NEOs also receive disability insurance through a group disability program available to all salaried non-bargaining unit employees, plus up to an additional $17,500 a month under an individual disability insurance program based on total base salary and annual incentive target.
After conducting a search, the
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
The executive compensation consultant
In selecting WTW, the Compensation Committee considered, among other factors, the following:
WTW takes the following safeguards to ensure that its services and advice are objective:
The Compensation Committee has reviewed WTW’s work, policies and procedures and determined that no conflicts of interest exist. In accordance with the New
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
The Role of Management
Tax and Accounting Considerations
In evaluating the Company’s executivemakes compensation structure,recommendations to the Compensation Committee considers tax and accounting treatment, balancing the effects on the individual and the Company. Until the adoption of the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017, Section 162(m) of the Internal Revenue Code limited the tax deductibility of certain executive compensation in excess of $1,000,000 for any fiscal year, except for certain “performance-based compensation.” With the passage of the Tax Act, only qualifying performance-based compensation paid pursuant to a written binding contract in effect on November 2, 2017 (and not modified in any material respect on or after November 2, 2017) as set forth under the Tax Act will be eligible for this deduction exception. The Tax Act also expanded the executive officers covered by Section 162(m) to include the chief financial officer position as well as any person who ever was a covered executive for any prior taxable year, beginning after December 31, 2016. As a result of these changes, starting in 2018, most compensation in excess of $1,000,000 payable to any person who was a named executive officer of the Company since fiscal year 2016 will not be deductible, regardless of whether the compensation is performance-based.
The Compensation Committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor, in establishing the cash and equity compensation programs for the executive officers. The Compensation Committee believes that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to the Company’s financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.
Committee.
Position | Salary Multiple | |||||||||||
CEO | 5X | |||||||||||
Other NEOs | 3X | |||||||||||
guidelines within the required timeframe.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Policy Regarding Speculative Transactions and Hedging
The Company does not prohibit investments in exchange funds.
success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. Accordingly, the Compensation Committee will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible.
During 2017, the members of the
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (1) (d) | Stock Awards ($) (2) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan ($) (3) (g) | Change in Pension Value and Deferred Compensation Earnings ($) (4) (h) | All Other ($) (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
|
| ||||||||||
| 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 Chief Executive Officer (6) | 2022 | 731,922 | 433,784 | 1,912,851 | N/A | 1,033,274 | 0 | (7) | 133,059 | 4,244,890 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 711,523 | 351,797 | 1,834,728 | N/A | 1,137,439 | 0 | (7) | 101,066 | 4,136,553 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 690,000 | 386,400 | 1,946,094 | N/A | 69,000 | 300,551 | 78,710 | 3,470,755 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Clayton K. Y. Chun Executive Vice President, Chief Financial Officer and Treasurer (8) | 2022 | 293,315 | 78,272 | 214,984 | N/A | 181,390 | 0 | (9) | 45,679 | 813,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lance K. Parker President and Chief Operating Officer (10) | 2022 | 447,498 | 240,131 | 843,873 | N/A | 571,991 | 0 | (11) | 76,634 | 2,180,127 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 423,748 | 241,920 | 755,459 | N/A | 448,688 | 10,558 | 63,166 | 1,943,539 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 397,838 | 159,135 | 686,836 | N/A | 63,654 | 74,887 | 49,185 | 1,431,535 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meredith J. Ching Executive Vice President, External Affairs | 2022 | 327,199 | 129,366 | 281,291 | N/A | 230,423 | 0 | (12) | 56,762 | 1,025,041 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 318,944 | 100,320 | 269,809 | N/A | 235,027 | 0 | (12) | 42,958 | 967,058 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 305,933 | 84,131 | 286,186 | N/A | 33,653 | 145,361 | 32,700 | 887,964 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jerrod M. Schreck Executive Vice President of A&B and President of Grace Pacific | 2022 | 327,324 | 109,949 | 185,631 | N/A | 113,719 | 0 | (13) | 47,306 | 783,929 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brett A. Brown Former Executive Vice President and Chief Financial Officer | 2022 | 393,399 | 174,537 | 787,635 | N/A | 220,571 | N/A | 195,745 | 1,771,887 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 420,955 | 186,480 | 755,459 | N/A | 448,688 | N/A | 62,860 | 1,874,442 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 400,000 | 137,600 | 801,301 | N/A | 64,000 | 0 | 40,728 | 1,443,629 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||
CEO to Median Employee Pay Ratio InformationAs required by Section 953(b)TENTS
For 2017, our last completed fiscal year:
Based on this information, for 2017 the ratioExecutive Vice President and Chief Real Estate Officer of the annual total compensationA&B until November 1, 2021, when he was appointed Chief Operating Officer in addition to his title of our CEOExecutive Vice President. He was appointed President, in addition to the annual total compensationhis title of our median employeeChief Operating Officer, effective January 1, 2023. He also was 43 to 1.
To identify the median employee and the annual total compensationappointed Chief Executive Officer, effective, July 1, 2023.
The pay ratio is a reasonable estimate calculated based on rules and guidance provided by the SEC. The$79,461. Under SEC rules, allowsuch a decrease is shown in the table as $0.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) |
Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Stock (#)(3) (i) | All Other of (j) | Exercise or Base ($/Sh) (k) | Grant Date Fair Option ($)(5) (l) | |||||||||||||||||||||||||||||||||||||||||||
Name (a) | Grant Date (b) | Threshold (c) | Target (d) | Maximum (e) | Threshold (f) | Target (g) | Maximum (h) | |||||||||||||||||||||||||||||||||||||||||
Christopher J. Benjamin
|
|
1/23/17
|
|
|
204,750
|
|
|
409,500
|
|
|
819,000
|
|
|
8,551
|
|
|
24,432
|
|
|
36,648
|
|
|
24,432
|
|
|
N/A
|
|
|
N/A
|
|
|
1,351,879
|
| |||||||||||||||
James E. Mead
|
|
7/10/17
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
5,422
|
|
|
15,492
|
|
|
23,238
|
|
|
15,492
|
|
|
N/A
|
|
|
N/A
|
|
|
681,755
|
| |||||||||||||||
Nelson N. S. Chun
|
|
1/23/17
|
|
|
53,862
|
|
|
107,723
|
|
|
215,446
|
|
|
1,832
|
|
|
5,233
|
|
|
7,850
|
|
|
5,233
|
|
|
N/A
|
|
|
N/A
|
|
|
289,608
|
| |||||||||||||||
Meredith J. Ching
|
|
1/23/17
|
|
|
45,419
|
|
|
90,837
|
|
|
181,674
|
|
|
1,832
|
|
|
5,233
|
|
|
7,850
|
|
|
5,233
|
|
|
N/A
|
|
|
N/A
|
|
|
289,608
|
| |||||||||||||||
Lance K. Parker
|
|
1/23/17
|
|
|
76,385
|
|
|
152,770
|
|
|
305,540
|
|
|
2,015
|
|
|
5,758
|
|
|
8,637
|
|
|
5,758
|
|
|
N/A
|
|
|
N/A
|
|
|
318,612
|
| |||||||||||||||
Paul K. Ito
|
|
1/23/17
|
|
|
72,320
|
|
|
144,640
|
|
|
289,280
|
|
|
2,443
|
|
|
6,979
|
|
|
10,469
|
|
|
6,979
|
|
|
N/A
|
|
|
N/A
|
|
|
386,201
|
| |||||||||||||||
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) (i) | All Other Option Awards: Number of Securities Underlying Options (#)(4) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards ($)(5) (l) | ||||||||||||||||||||||||||||||
| Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | ||||||||||||||||||||||||||||
| Christopher J. Benjamin | 284,515 | 569,030 | 1,138,060 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 13,060 | 37,313 | 74,626 | 37,313 | N/A | N/A | 1,912,851 | ||||||||||||||||||||||||||||
| Clayton K. Y. Chun | 58,744 | 117,488 | 234,975 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 922 | 2,633 | 5,266 | 6,145 | N/A | N/A | 214,984 | ||||||||||||||||||||||||||||
| Lance K. Parker | 157,500 | 315,000 | 630,000 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 5,761 | 16,461 | 32,922 | 16,461 | N/A | N/A | 843,873 | ||||||||||||||||||||||||||||
| Meredith J. Ching | 63,448 | 126,896 | 253,792 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 1,920 | 5,487 | 10,974 | 5,487 | N/A | N/A | 281,291 | ||||||||||||||||||||||||||||
| Jerrod M. Schreck | 63,525 | 127,050 | 254,100 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 1,267 | 3,621 | 7,242 | 3,621 | N/A | N/A | 185,631 | ||||||||||||||||||||||||||||
| Brett A. Brown (6) | 121,128 | 242,256 | 484,512 | ||||||||||||||||||||||||||||||||
| 2/1/22 | 5,377 | 15,364 | 30,728 | 15,364 | N/A | N/A | 787,635 | ||||||||||||||||||||||||||||
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
Name (a) | Number of (#) Exercisable (b) (11) | Number of (#) Unexercisable (c) | Equity (#) (d) | Option ($) (e) (11) | Option (f) | Number Have Not Vested (#) (g) (12) | Market (h) | EquityIn- (#) (i) (12) | Equity In- (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
|
| |||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock that Have Not Vested (#) (g) | Market Value of Shares or Units of Stock that Have Not Vested ($)(6) (h) | Equity In- centive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(6) (i) | Equity In- centive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(7) (j) | |||||||||||||||||||||||||||||
| Christopher J. Benjamin | — | — | — | — | — | 86,786 | (1) | 1,625,502 | 130,964 | (8) | 2,452,956 | |||||||||||||||||||||||||||
| Clayton K. Y. Chun | — | — | — | — | — | 11,947 | (2) | 223,767 | 8,698 | (9) | 162,914 | |||||||||||||||||||||||||||
| Lance K. Parker | — | — | — | — | — | 36,070 | (3) | 675,591 | 52,735 | (10) | 987,727 | |||||||||||||||||||||||||||
| Meredith J. Ching | — | — | — | — | — | 12,763 | (4) | 239,051 | 19,259 | (11) | 360,721 | |||||||||||||||||||||||||||
| Jerrod M. Schreck | — | — | — | — | — | 7,606 | (5) | 142,460 | 10,740 | (12) | 201,160 | |||||||||||||||||||||||||||
| Brett A. Brown (13) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Name (a)
|
OPTION AWARDS
|
STOCK AWARDS
| ||||||||||||||||||||||||||||
Number of Shares (#) (b)
|
Value Realized (c)
|
Number of Shares (#) (d) (4)
|
Value Realized ($) (e)
| |||||||||||||||||||||||||||
Christopher J. Benjamin
|
|
28,933
|
(1)
|
|
616,924
|
|
|
11,131
|
|
|
498,032
|
| ||||||||||||||||||
James E. Mead
|
| —
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||||||||||||||||
Nelson N. S. Chun
|
| 31,788
| (2)
|
|
440,608
|
|
|
4,946
|
|
|
221,115
|
| ||||||||||||||||||
Meredith J. Ching
|
| 13,021
| (3)
|
|
283,467
|
|
|
4,946
|
|
|
221,115
|
| ||||||||||||||||||
Lance K. Parker
|
| —
|
|
|
—
|
|
|
2,198
|
|
|
98,377
|
| ||||||||||||||||||
Paul K. Ito
|
| 104,768
| (3)
|
|
1,693,141
|
|
|
7,690
|
|
|
343,747
|
| ||||||||||||||||||
| OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
| Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | |||||||||||||
| Christopher J. Benjamin | — | — | 95,621 | 2,185,266 | |||||||||||||
| Clayton K. Y. Chun | — | — | 8,364 | 191,073 | |||||||||||||
| Lance K. Parker | — | — | 35,943 | 821,381 | |||||||||||||
| Meredith J. Ching | — | — | 14,528 | 332,031 | |||||||||||||
| Jerrod M. Schreck | — | — | 5,750 | 131,353 | |||||||||||||
| Brett A. Brown | — | — | 32,202 | 678,033 | |||||||||||||
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Name (a)
| Plan Name (b)
| Number of (#) (c)
|
Present ($) (d)
| Payments (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
|
|
| —
|
| |||||
| Name (a) | Plan Name (b) | Number of Years Credited Service(1) (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e)(2) | ||||||||||
| Christopher J. Benjamin | A&B Retirement Plan for Salaried Employees | 18.4 | — | 794,067 | ||||||||||
| A&B Excess Benefits Plan | 18.4 | 1,450,519 | — | |||||||||||
| Clayton K. Y. Chun | A&B Retirement Plan for Salaried Employees | 4.4 | — | 58,355 | ||||||||||
| A&B Excess Benefits Plan | — | — | — | |||||||||||
| Lance K. Parker | A&B Retirement Plan for Salaried Employees | 15.3 | — | 317,746 | ||||||||||
| A&B Excess Benefits Plan | 15.3 | 54,821 | — | |||||||||||
| Meredith J. Ching | A&B Retirement Plan for Salaried Employees | 37.6 | — | 1,854,356 | ||||||||||
| A&B Excess Benefits Plan | 37.6 | 533,987 | — | |||||||||||
| Jerrod M. Schreck | A&B Retirement Plan for Salaried Employees | 4.4 | — | 56,652 | ||||||||||
| A&B Excess Benefits Plan | — | — | — | |||||||||||
| Brett A. Brown | A&B Retirement Plan for Salaried Employees | — | — | — | ||||||||||
| A&B Excess Benefits Plan | — | — | — | |||||||||||
plan.
Employees:
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
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
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 received interest credit for the cash balance benefits after the plan freeze.
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.
Name (a)
|
Executive ($) (b)
|
Registrant ($)(1) (c)
|
Aggregate ($)(2) (d)
|
Aggregate (e)
|
Aggregate ($) (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
|
| ||||||||||
| Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($)(1) (c) | Aggregate Earnings/Loss in Last FY ($)(2) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($)(1) (f) | ||||||||||||
| Christopher J. Benjamin | — | 99,309 | -26,344 | — | 293,294 | ||||||||||||
| Clayton K. Y. Chun | — | 12,973 | -2,915 | — | 28,454 | ||||||||||||
| Lance K. Parker | — | 43,084 | -11,973 | — | 110,226 | ||||||||||||
| Meredith J. Ching | — | 23,212 | -3,473 | — | 45,512 | ||||||||||||
| Jerrod M. Schreck | — | 13,756 | -293 | — | 16,164 | ||||||||||||
| Brett A. Brown | — | 52,352 | -7,193 | — | 99,394 | ||||||||||||
Payments
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
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.termination or pay a taxable cash payment equal to the employer cost of providing such benefits. A&B will also reimburse executives for individual outplacement counseling services up to $10,000. These are “double trigger” 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.
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.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
The following tables show the potential value to each executive other than Mr. Brown under various termination-related scenarios, assuming that the termination of employment or other circumstances resulting in payment occurred on December 31, 2017.
2022. Mr. Brown's employment was terminated effective November 30, 2022 under circumstances constituting an involuntary termination without cause for purposes of the Executive Severance Plan. Under the terms of the Executive Severance Plan described above, he received a payment of $317,240, representing a prorated PIIP award at target and became entitled to (i) a cash severance payment equal to $432,600, payable in twelve equal monthly installments; (ii) approximately $15,624 in respect of health and welfare benefits in exchange for his execution of a release acceptable to A&B (iii) $10,000 in reimbursement for outplacement counseling services. These payments are reflected in the Summary Compensation Table of this Proxy Statement.
| CHRISTOPHER J. BENJAMIN | ||||||||||||||||||||||||||||||||
| Components | Change in 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 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 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 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 | ||||||||||||||||||
| Christopher J. Benjamin | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 3,103,800 | $739,000 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | $ | 386,601 | $138,275 | $138,275 | $138,275 | $138,275 | --- | $138,275 | |||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 74,861 | $26,112 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $10,000 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 3,492,813 | --- | --- | --- | $2,542,329 | $2,542,329 | $2,542,329 | |||||||||||||||||||||||||||||||||
| Total | $ | 7,068,075 | $913,387 | $138,275 | $138,275 | $2,680,604 | $2,542,329 | $2,680,604 | |||||||||||||||||||||||||||||||||
| Clayton K. Y. Chun | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 400,000 | $ | 400,000 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 31,992 | $ | 31,992 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $ | 10,000 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | --- | --- | --- | --- | $278,815 | $278,815 | --- | ||||||||||||||||||||||||||||||||||
| Total | $ | 441,992 | $ | 441,992 | --- | --- | $278,815 | $278,815 | --- | ||||||||||||||||||||||||||||||||
| Lance K. Parker | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 1,566,336 | $450,000 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | $ | 25,539 | $25,539 | $25,539 | $25,539 | $25,539 | --- | Not Yet Eligible | |||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 86,856 | $32,066 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $10,000 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 1,462,745 | --- | --- | --- | $1,059,937 | $1,059,937 | --- | |||||||||||||||||||||||||||||||||
| Total | $ | 3,151,476 | $517,605 | $25,539 | $25,539 | $1,085,476 | $1,059,937 | --- | |||||||||||||||||||||||||||||||||
| Meredith J. Ching(6) | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 1,021,760 | $329,600 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | $ | 80,655 | --- | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 62,941 | $20,163 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $10,000 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 513,649 | --- | --- | --- | $373,876 | $373,876 | $373,876 | |||||||||||||||||||||||||||||||||
| Total | $ | 1,689,005 | $359,763 | --- | --- | $373,876 | $373,876 | $373,876 | |||||||||||||||||||||||||||||||||
| Jerrod M. Schreck | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 833,050 | $330,000 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 86,856 | $32,042 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $10,000 | --- | --- | --- | --- | --- | |||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 300,785 | --- | --- | --- | $225,403 | $225,403 | --- | |||||||||||||||||||||||||||||||||
| Total | $ | 1,230,691 | $372,042 | --- | --- | $225,403 | $225,403 | --- | |||||||||||||||||||||||||||||||||
| ||
| LANCE K. PARKER | ||||||||||||||||||||||||||||||||
| Components | Change in 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 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 | |||||||||||||||
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
All amounts shown arelump-sum payments, unless otherwise noted. Assumptions used in the tables above are set forth in the Pension Benefits section.
section, with the exception of non-qualified Change in Control benefits, which were calculated based on lump sum assumptions as of 12/31/2022 (2.73% (first 5 years), 3.21% (next 15 years), and 3.09% (years in excess of 20).
| Summary Compensation Table Amount | + | Company Contribution to Health Plans | = | Total Pay | |||||||||||||
| CEO | $4,244,890 | $13,096 | $4,257,985 | ||||||||||||||
| Median Employee | $97,315 | $19,154 | $116,469 | ||||||||||||||
| Value of Initial Fixed $100 Investment based on: | |||||||||||||||||||||||||||||||||||||||||
| Year | Summary Comp. Table Total for PEO | Comp. Actually Paid to PEO | Average Summary Comp. Table Total for non-PEO Named Executive Officers | Average Comp. Actually Paid to non-PEO Named Executive Officers | Total Share holder Return | Peer Group Total Share holder Return (3) | Net Income (millions) | CRE Same-Store NOI Growth | |||||||||||||||||||||||||||||||||
| 2022 | 4,244.9 | 3,329.4 | (1) | 1,314.9 | (2) | 658.4 | (1) | 98.33 | 104.46 | -49.5 | 6.0 | % | |||||||||||||||||||||||||||||
| 2021 | 4,136.6 | 6,610.6 | (1) | 1,462.3 | (2) | 2,117.7 | (1) | 126.12 | 119.43 | 35.8 | 17.3 | % | |||||||||||||||||||||||||||||
| 2020 | 3,470.8 | 2,722.2 | (1) | 1,155.8 | (2) | 971.9 | (1) | 83.62 | 72.36 | 5.2 | (12.7) | % | |||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Adjustments to Determining Compensation "Actually Paid" for PEO | 2022 | 2021 | 2020 | ||||||||||||||
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | $ | - | $ | - | $ | (300.6) | |||||||||||
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (1,912.9) | (1,834.7) | (1,946.1) | ||||||||||||||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 1,602.4 | 3,044.6 | 1,584.9 | ||||||||||||||
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | (307.2) | 466.9 | 52.9 | ||||||||||||||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | (369.7) | 735.3 | (164.6) | ||||||||||||||
| Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | 71.9 | 61.9 | 24.9 | ||||||||||||||
| Total Adjustments | $ | (915.5) | $ | 2,474.0 | $ | (748.6) | |||||||||||
| (dollars in thousands) | |||||||||||||||||
| Adjustments to Determining Compensation "Actually Paid" for Non-PEO NEOs | 2022 | 2021 | 2020 | ||||||||||||||
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | $ | - | $ | (2.6) | $ | (63.2) | |||||||||||
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (462.7) | (512.6) | (515.1) | ||||||||||||||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 255.4 | 850.7 | 419.5 | ||||||||||||||
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | (52.8) | 129.5 | 2.7 | ||||||||||||||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | (53.6) | 173.4 | (34.0) | ||||||||||||||
| Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | (358.7) | - | - | ||||||||||||||
| Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | 15.9 | 17.0 | 6.2 | ||||||||||||||
| Total Adjustments | $ | (656.5) | $ | 655.4 | $ | (183.9) | |||||||||||
| Most Important Company Performance Measures for Determining NEO Compensation | ||
| CRE Same-Store NOI Growth | ||
| Core FFO per Diluted Share | ||
| Average Net Debt to Core EBITDA | ||
| Total Shareholder Return | ||
| Grace Pacific Adjusted EBITDA | ||
| Consolidated Backlog | ||
| Safety Recordable Incident Rate | ||
Cash Net Operating Income (“Cash NOI”)
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.
Year Ended
| ||||||||||||
(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
|
| ||||||
| Year Ended | |||||||||||
| (In millions) | 2022 | 2021 | Change | ||||||||
| Commercial Real Estate operating profit | $ | 81.5 | $ | 72.6 | |||||||
| Adjustments: | |||||||||||
| Depreciation and amortization | 36.5 | 37.7 | |||||||||
| Straight-line lease adjustments | (6.3) | (4.4) | |||||||||
| Favorable/(unfavorable) lease amortization | (1.1) | (0.9) | |||||||||
| Termination income | (0.1) | (0.2) | |||||||||
| Other (income)/expense, net | 0.5 | (0.6) | |||||||||
| Selling, general, administrative and other expenses | 6.8 | 6.5 | |||||||||
| NOI | $ | 117.8 | $ | 110.7 | |||||||
| Acquisitions / dispositions and other adjustments | (0.7) | (0.2) | |||||||||
| Same-Store NOI | $ | 117.1 | $ | 110.5 | 6.0 | % | |||||
| Non-Same Store NOI | $ | 0.7 | $ | 0.2 | |||||||
|
| 2022 | ||||||||||
| $ |
|
| (49.5) | ||||||||
| Adjustments: | ||||||||||||
| Depreciation and amortization | 38.0 | |||||||||||
| Depreciation and amortization related to discontinued operations | 5.8 | |||||||||||
| Interest expense | 22.0 | |||||||||||
| Interest expense related to discontinued operations | 0.2 | |||||||||||
| Income tax expense (benefit) | (18.3) | |||||||||||
| Consolidated EBITDA | $ | (1.8) | ||||||||||
| Adjustments: | ||||||||||||
| Asset impairments related to the Land Operations Segment | 5.0 | |||||||||||
| (Income) loss from discontinued operations, net of income taxes and excluding depreciation, amortization and interest expense | 80.6 | |||||||||||
| Pension termination | 76.9 | |||||||||||
| Consolidated Adjusted EBITDA | $ | 160.7 | ||||||||||
| Adjustments: | ||||||||||||
| (67.0) | |||||||||||
| $ |
| 93.7 | |||||||||
|
| |||||||||||
|
| |||||||||||
|
|
| ||||||||||
|
|
| ||||||||||
|
|
| ||||||||||
The Company presents
| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Monthly | |||||||||||||||||||||||||||||
| (In Millions) | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | Average | ||||||||||||||||||||||||||||
| Notes Payable and Other Debt | $ | 521.3 | $ | 520.9 | $ | 520.4 | $ | 520.0 | $ | 519.6 | $ | 469.2 | $ | 459.7 | $ | 459.3 | $ | 461.5 | $ | 461.1 | $ | 476.6 | $ | 472.2 | $ | 488.5 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||
| Net unamortized deferred financing cost / discount (premium) | (0.4) | (0.4) | (0.4) | (0.4) | (0.4) | (0.4) | (0.4) | (0.3) | (0.3) | (0.3) | (0.3) | (0.3) | (0.4) | ||||||||||||||||||||||||||||
| Cash and cash equivalents | 51.6 | 38.1 | 32.6 | 44.0 | 18.9 | 32.9 | 25.3 | 18.2 | 6.6 | 5.0 | 24.0 | 33.3 | 27.5 | ||||||||||||||||||||||||||||
| Favorable/Unfavorable Market Value of Loan | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | ||||||||||||||||||||||||||||
| Net Debt | $ | 572.5 | $ | 558.6 | $ | 552.7 | $ | 563.7 | $ | 538.2 | $ | 501.8 | $ | 484.6 | $ | 477.3 | $ | 467.9 | $ | 465.9 | $ | 500.4 | $ | 505.2 | $ | 515.7 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||
| Cash receipts from assets sold as part of simplification efforts that were not expected in 2022 | — | — | — | — | — | 55.8 | 55.8 | 55.8 | 55.8 | 55.8 | 55.8 | 55.8 | 32.6 | ||||||||||||||||||||||||||||
| Average Net Debt | $ | 470.0 | $ | 483.1 | $ | 488.1 | $ | 476.3 | $ | 501.0 | $ | 492.5 | $ | 490.5 | $ | 497.1 | $ | 510.9 | $ | 512.1 | $ | 508.7 | $ | 495.0 | $ | 493.8 | |||||||||||||||
Year Ended
| ||||||||||||
(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,is calculated 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. Thenon-GAAP financial information presented herein should be considered supplemental to, and notAverage Net Debt divided by Core EBITDA, 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 AdjustedPre-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:
|
| 2022 | ||||||||||
| $ |
|
| 493.8 | ||||||||
| $ | 93.7 | ||||||||||
|
| |||||||||||
|
| |||||||||||
|
| |||||||||||
| ||||||||||||
|
|
| 5.3x | |||||||||
ALEXANDER & BALDWIN
| (In millions, except per share amounts) | 2022 | ||||
| CRE Operating Profit | $ | 81.5 | |||
| Adjustments: | |||||
| Depreciation and amortization of commercial real estate properties | 36.5 | ||||
| Corporate and other expense | (39.3) | ||||
| Core business interest expense | (11.0) | ||||
| Distributions to participating securities | (0.2) | ||||
| Pension termination - CRE and Corporate | 14.7 | ||||
| Core FFO | $ | 82.2 | |||
| Weighted average diluted shares outstanding (FFO/Core FFO) | 72.8 | ||||
| Core FFO per diluted share | $ | 1.13 | |||
| (In millions) | 2022 | ||||
| Income (loss) from discontinued operations, net of income taxes | $ | (86.6) | |||
| Adjustments: | |||||
| Depreciation and amortization related to discontinued operations | 5.8 | ||||
| Interest expense related to discontinued operations | 0.2 | ||||
| Asset impairments related to discontinued operations | 89.8 | ||||
| (Expenses) incurred by A&B directly attributable to discontinued operations | (0.6) | ||||
| (Income) loss attributable to Company’s Maui quarries | (1.8) | ||||
| (Income) loss attributed to Land Operations discontinued operations | 0.3 | ||||
| Grace Pacific Adjusted EBITDA | $ | 7.1 | |||
2023.
$124,000, respectively.
$0.
2021 were approximately $0.
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
| ||
Requests related to householding should be mailed to Alexander & Baldwin, Inc., P.O. Box 3440, Honolulu, HI 96801- 3440,96801-3440, Attn: Alyson J. Nakamura, Corporate Secretary or by calling (808)525-8450. If you are a shareholder
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
2024
26, 2023.
 |
|
ALEXANDER & BALDWIN, INC. ◾ 2018 PROXY STATEMENT
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
InsteadIn addition to satisfying the foregoing requirements under our Bylaws relating to nominations of mailing yourdirector candidates, including the deadline for written notice, to comply with the SEC's “universal proxy you may choose onerules,” stockholders who intend to solicit proxies in support of director nominees other than the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted byCompany’s nominees at the Internet or telephone must be received by 11:00 PM, HST, on April 23, 2018.
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Vote by telephone
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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| 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 | |||||||||||||||
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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.
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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.
Important notice regarding the Internet availability of proxy materials for the2024 Annual Meeting of shareholders.The Proxy Statement andin compliance with Rule 14a-19 promulgated under the 2017 Annual ReportExchange Act must provide written notice containing the information required by Rule 14a-19(b) to Stockholders are available at:www.envisionreports.com/ALEX
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — ALEXANDER & BALDWIN, INC.
our Corporate Secretary at 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., which the undersigned is entitled to vote at the Annual Meeting of ShareholdersHI 96822 no later than February 25, 2024.
Vice President and
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3 AND IN THE DISCRETIONCorporate Secretary
