DEF 14A of Maui Land & Pineapple Co Inc
Filed Mar 28, 2024 · FY20230001437749-24-009835
INFORMATION REGARDING DIRECTOR NOMINEES
INFORMATION REGARDING DIRECTOR NOMINEES The following information sets forth the names, ages and positions of our Director Nominees.
INFORMATION REGARDING DIRECTOR NOMINEES
| Name | Age | Position | | Glyn Aeppel (1)(3) | 65 | Director | | A. Catherine Ngo (1)(4) | 63 | Director | | Stephen M. Case (2) | 65 | Director | | John Sabin (2)(3) | 69 | Director | | R. Scot Sellers (2)(4) | 67 | Chairperson of the Board | | Anthony P. Takitani (1)(3) | 69 | Director | | Ken Ota (1)(3)(4) | 54 | Director |
INFORMATION REGARDING DIRECTOR NOMINEES
| (1) Member of our Audit Committee. |
INFORMATION REGARDING DIRECTOR NOMINEES
| (2) Member of our Compensation Committee. |
INFORMATION REGARDING DIRECTOR NOMINEES
| (3) Member of our Nominating and Corporate Governance Committee. |
INFORMATION REGARDING DIRECTOR NOMINEES
| (4) On December 14, 2023, the Board approved the appointments of A. Catherine Ngo and Ken Ota to serve as a member of the Board of Directors, effective January 1, 2024, with a term that expires at the Annual Meeting. The Board also approved committee assignments to add A. Catherine Ngo to serve on the Audit Committee, Ken Ota to serve on the Audit Committee and Nominating and Governance Committee, and R. Scot Sellers to step down from serving on the Audit Committee. |
Directors
Directors Our Board is currently comprised of seven members, seven of whom were elected or appointed to serve for the term until our Annual Meeting, or until their successors are elected or appointed and qualified. On December 14, 2023, the Board approved an increase in the authorized number of directors, increasing the size of the Board from five directors to seven directors, effective at January 1, 2024. The following biographical information discloses the age, business experience and other directorships held during the past five years for our Director Nominees. It also includes the experiences, qualifications, attributes and skills that led to the conclusion that the individual should serve as our director.
Directors
| Glyn Aeppel | Ms. Aeppel has served as a director on the Board since July 2022. Ms. Aeppel is president and chief executive officer of Glencove Capital, a lifestyle hospitality investment and advisory company that she founded in 2010. From October 2008 to May 2010, Ms. Aeppel served as chief investment officer of Andre Balazs Properties, an owner, developer and operator of lifestyle luxury hotels. From April 2006 to October 2008, she served as executive vice president of acquisitions and development for Loews Hotels and was a member of its executive committee. From April 2004 to April 2006, she was a principal of Aeppel and Associates, a hospitality advisory development company, during which time she assisted Fairmont Hotels and Resorts in expanding in the United States and Europe. Prior to April 2004, Ms. Aeppel held executive positions with Le Meridien Hotels, Interstate Hotels & Resorts, Inc., FFC Hospitality, LLC, Holiday Inn Worldwide and Marriott Corporation. Ms. Aeppel currently serves on the board of directors of Simon Property Group (NYSE:SPG), where she is chair of the Governance and Nominating Committee, and AvalonBay Communities, Inc. (NYSE:AVB), where she is a member of the Nominating, Governance and Corporate Responsibility Committee and the Investment and Finance Committee. She also serves on the board of Concord Hospitality Enterprises, Exclusive Resorts LLC, and Gilbane Inc., all privately held companies. Ms. Aeppel previously served on the boards of Key Hospitality Acquisition Corporation, Loews Hotels Corporation and Sunrise Senior Living, Inc. Aeppel holds a Master of Business Administration from Harvard Business School, and a Bachelor of Arts Honors in Economics and Government from Principia College. Ms. Aeppel’s extensive real estate, leadership and board experience make her very well qualified for her role on our Board. |
Directors
| Stephen M. Case | Mr. Case has served as a director on the Board since December 2008. Mr. Case has also served as chairman and chief executive officer of Revolution LLC, an investment firm, since April 2005; as a partner of Revolution Growth II, LP, a growth‑stage investment firm, since August 2011; as a partner of Revolution Growth III, LP, a growth‑stage investment firm, since June 2015; as a partner of Revolution Growth IV, LP, a growth-stage investment firm, since November 2020; as a partner of Revolution Ventures II, LP, an early‑stage technology investment firm, since July 2013; as a partner of Revolution Ventures III, LP, an early-stage technology investment firm, since November 2018; as a partner of Rise of the Rest Seed Fund, LP, a revolution early-stage investment firm, since November 2017; as a partner of Rise of the Rest Seed Fund II, LP, a revolution early-stage investment firm, since March 2019; as a partner of Rise of the Rest Real Estate Management Company since December 2019; as a member of the board of directors of Sweetgreen, Inc., a public food company, from December 2013 to June 2022; and as chairman of Exclusive Resorts LLC, a membership‑based luxury real estate company, since November 2004. From June 2014 to July 2019, Mr. Case served on the board of Revolution Foods, a public benefit corporation in the food industry. He also served on the board of Bloom Energy Corporation, a public company focused on generating sustainable energy, from July 2014 to March 2016, and the board of BigCommerce Holdings, Inc., an ecommerce platform, from July 2013 to October 2015. From December 2010 to March 2013, Mr. Case served on the board of Zipcar, Inc., a public car-sharing company. Mr. Case was chairman of the board of Time Warner, Inc., a public media and entertainment company, from January 2001 to May 2003. He was also chairman of the board and chief executive officer of America Online, Inc., a public internet company from 1995 to January 2001 and from 1993 to 1995, respectively. Mr. Case holds a Bachelor of Arts in Political Science from Williams College. Mr. Case is an experienced business leader, whose experience leading other public companies further augments his range of knowledge, providing experience on which he can draw while serving on our Board. In addition, Mr. Case also brings the perspective of our largest stockholder to the Board. |
Directors
| John Sabin | Mr. Sabin has served as a director on the Board since July 2022. Mr. Sabin is chief financial officer at Revolution LLC, a private investment firm. Prior to joining Revolution, he was the executive vice president, chief financial officer, and general counsel for Phoenix Health Systems, a healthcare information technology outsourcing and consulting company, where he was responsible for the company’s finance, accounting, contracting and legal functions. Mr. Sabin previously served in senior finance positions with Marriott, Manor Care Choice Hotels, as well as smaller firms including a venture capital firm and a biotech company. He was the chief financial officer for two public hospitality companies and presently serves as an independent director of Hersha Hospitality Trust, a publicly traded real estate investment trust in the hospitality sector. Mr. Sabin received a Bachelor of Science in Accounting and a Bachelor of Science in University Studies from Brigham Young University and holds a Juris Doctor from J. Reuben Clark Law School and a Master of Business Administration and Master’s of Accountancy from Marriott School of Management. Mr. Sabin is a member of the American Bar Association and the American Institute of Certified Public Accountants and is a licensed attorney and certified public accountant. Mr. Sabin’s extensive business experience, certified public accounting experience, legal experience in the hospitality industry and board experience make him very well qualified for his role on our Board. |
Directors
| R. Scot Sellers | Mr. Sellers was appointed to serve as a director on the Board and Chairperson of the Board, effective April 2023. Since May 2018, Mr. Sellers served as an Advisory Director at Milhaus, a developer of innovative apartment communities in multiple cities in the United States. Mr. Sellers has also served on the board of Howard Hughes Corporation, a developer of high-quality master planned communities, including the award-winning Ward Village community in Honolulu, Hawaii, since November 2010. Since July 2010, Mr. Sellers has served on the board of the Irvine Company, an owner/developer and operator of some of the highest quality real estate in Coastal California. Mr. Sellers was the chairman of the board and chief executive officer of Archstone Communities, a public global real estate company with operations in multiple cities across the United States and Europe from January 1997 to February 2013 and served as chief investment officer from February 1993 to January 1997. During his twenty-year tenure, Mr. Sellers and his team grew the company from $250 million in assets to over $22 billion in assets, while providing outstanding returns to stockholders. He received a Master of Business Administration from Stanford University and a Bachelor of Science in Biochemistry from Lewis and Clark College. Mr. Sellers’ extensive real estate, leadership and board experience make him very well qualified for his role on our Board. |
Directors
| Anthony P. Takitani | Mr. Takitani has served as a director on the Board since April 2015. Mr. Takitani is an attorney and partner of the law firm Takitani Agaran Jorgensen and Wildman LLP, a firm specializing in real estate, commercial and personal injury law in Maui, Hawaii. Mr. Takitani has also served two terms as a legislator in the State of Hawaii House of Representatives from 1978 to 1982. From 1994 to present, he continues to serve on the board of Maui Health Systems, a not-for-profit organization dedicated to providing affordable healthcare services. Mr. Takitani is very involved in the Maui community, having served on numerous non-profit boards for organizations such as the Maui Arts & Cultural Center. Mr. Takitani received a Juris Doctor from Southwestern University School of Law in Los Angeles and a Bachelor of Arts in Political Science from University of Hawaii at Manoa. Mr. Takitani’s extensive legal background, experience as a legislator and involvement in the Maui community make him a valuable asset on our Board. |
Directors
| A. Catherine Ngo | Ms. Ngo was appointed to serve as a Director on the Board effective January 1, 2024. She is an expert in finance, technology, and law, with decades of experience in the public, private and nonprofit sectors. She currently serves as the chair of Central Pacific Financial Corp (NYSE: CPF), and was previously executive vice chair. Prior to that, she served as president and chief executive officer of Central Pacific Bank for seven years. Ngo was also a founding general partner of Startup Capital Ventures, an early-stage venture capital firm established in 2005. A graduate of the University of Virginia School of Law, Ms. Ngo started her career in private law practice for seven years, then joined Silicon Valley Bank (SVB) as executive vice president and general counsel until 2005, where she also oversaw the operations and risk divisions of the company. Ms. Ngo is actively involved in several prominent boards and committees including Queen’s Health Systems, Hawaiʻi Community Foundation, and Catholic Charities of Hawaiʻi. She also serves as a board member for Hawaiʻi Gas, chairs the Federal Reserve Bank Community Depository Institutions Advisory Council (FRB CDIAC) for the 12th District, and is a member of the National FRB CDIAC in Washington, D.C. Ms. Ngo’s extensive, leadership, financial, legal and board experience make her very well qualified for his role on our Board. |
Directors
| Ken Ota | Mr. Ota was appointed to serve as a Director on the Board effective January 1, 2024.He has more than three decades of experience in the construction industry and has become a local expert in water-related infrastructure. Mr. Ota founded and led Pacific Pipe Company as president and chief executive officer. In 2021, Pacific Pipe Company was acquired by Core and Main, Inc. (NYSE: CNM), one of the world’s leading distributors of water, wastewater, storm drainage and fire protection products, where Mr. Ota continues to serve as Hawai‘i Area Director. Mr. Ota is an active member of the Maui community and currently serves on the State of Hawaiʻi Licensing Board of Engineers, Architects, Surveyors, and Landscape Architects as well as the Alexander & Baldwin Sugar Museum. He is also a board member of the private equity and real estate company, Tradewind Capital. Mr. Ota graduated from the University of Hawai‘i at Manoa with a bachelor’s degree in Business Finance. Mr. Ota’s extensive business, construction and water systems expertise and involvement in the Maui community make him a valuable asset on our Board. |
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE Communications with the Board All stockholders and interested parties wishing to submit written communications to our management and non‑management directors should address their communications to: Board of Directors of Maui Land & Pineapple Company, Inc., or to the specified individual director, c/o Chief Financial Officer, 500 Office Road, Lahaina, Hawaii 96761. All such correspondence will be forwarded to the specified director or in the absence of such specification, to our lead independent director or chairperson. Code of Ethics We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees. We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors. Our Code of Business Conduct and Ethics is available on our website at www.mauiland.com under the Investor Relations section of the website. We will promptly disclose on our website the nature of any amendment to, or waiver or implicit waiver from, our Code of Business Conduct and Ethics that applies to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Board Leadership Structure and Risk Oversight Our Board does not have a policy on whether the same person should serve as both our chief executive officer and chairperson of the Board or whether the chairperson should be a non‑employee director. Our Board believes it should have the flexibility to determine the most appropriate leadership for the Company at any given time. Over the past several years, we have had different leadership structures reflecting our circumstances at the time. Previously, Mr. Warren H. Haruki served as both chairperson of the Board and chief executive officer, which the Board believed was appropriate, given Mr. Haruki’s experience in serving in both of these roles, his strong leadership capability and the efficiency of having the roles combined. However, effective March 31, 2023, Mr. Haruki stepped down as chairperson of the Board and chief executive officer of the Company. Effective April 1, 2023, Race Randle was appointed as chief executive officer and Mr. R. Scot Sellers was appointed to serve as chairperson of the Board. Therefore, effective as of April 1, 2023, the roles of chief executive officer and chairperson were separated, and following the date of the Annual Meeting, it is anticipated that the roles of chief executive officer and chairperson will continue to be separated. The Board believes this leadership structure is appropriate because Mr. Sellers has extensive experience as a chief executive officer and leader in the real estate industry and the segregation of duties between the chairperson of the Board and chief executive officer will facilitate oversight and risk mitigation efforts by the Board. Previously, whenever the chairperson was an employee of the Company, the Board selected a “lead independent director.” The Company does not currently have a lead independent director. We believe this leadership structure is appropriate because Mr. Sellers was elected to the Board and named the chairperson of the Board at the previous Annual Meeting. There exists an appropriate level of independent oversight necessary to ensure that the Board meets its fiduciary obligations to our stockholders, that the interests of management and our stockholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our stockholders. Our Audit Committee oversees our risk management functions, the purpose of which is to identify potential events and risks that may affect our business and objectives including, without limitation, financial, cybersecurity and compliance risks. To fulfill this duty, the Audit Committee works with our independent internal auditors and management to highlight significant enterprise‑wide risks, to establish operational plans to control and mitigate risks and to monitor and review the risk management function. Our Audit Committee discusses its findings with the Board and consults with the Board on all major decisions. Family Relationships Set forth below is biographical information for each Director Nominee for election at the Annual Meeting. There are no family relationships among any of our directors or executive officers. Involvement in Certain Legal Proceedings To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. No Hedging or Pledging Policy Our Insider Trading Policy, which was previously adopted by the Board, prohibits our directors, officers, employees and consultants from hedging the economic interest in our securities, and from pledging our securities, except for certain pledges of securities as collateral for loans with the prior approval of our chief executive officer.
Policy for Consideration of Director Nominees
Policy for Consideration of Director Nominees Our Nominating and Governance Committee has not adopted any formal diversity policy with respect to the nomination of qualified director candidates. However, our Nominating and Governance Committee may consider diversity, broadly defined to include a diversity of opinions, perspectives and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics, in the context of the requirements of the Board at any specific point in time. Our Nominating and Governance Committee identifies nominees for positions on the Board by requesting names of potential candidates from the other Board members and from our executive officers. The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for reelection. With respect to existing directors, prior to making its recommendation to the full Board, our Nominating and Governance Committee, in consultation with the chairperson of the Board, reviews each director’s continuation on the Board as a regular part of the nominating process. Our Nominating and Governance Committee is authorized by its charter to retain a third-party search firm to identify potential nominees to the Board. Our Nominating and Governance Committee reviews resumes of interested candidates and selects those that pass the initial screening for personal interviews, screening, and for final recommendation to the Board.
Securities Authorized for Issuance under Equity Compensation Plans
Securities Authorized for Issuance under Equity Compensation Plans The 2017 Plan is the Company’s current equity compensation plan. Participants of the 2017 Plan include named executive officers, non-named executive officer employees and directors of the Company. For named executive officers and non-named executive officers, there is an annual component with a lump sum award and a long-term component where shares are vested over 12 calendar quarters subsequent to the issuance date. The award and grant for the named executive officers are approved and granted by the Compensation Committee. For non-named executive officers, the award and grant are approved by the chief executive officer. For the directors of the Company, the stock compensation component of the annual Board compensation is awarded and granted through the 2017 Plan. The directors’ award amounts are determined by the Annual Compensation Study and accepted by the Compensation Committee and approved by the Board. The following table sets forth information about the securities authorized for issuance under our equity compensation plans as of December 31, 2023. The 2017 Plan was approved by the stockholders.
Securities Authorized for Issuance under Equity Compensation Plans
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | 2017 Equity Incentive Stock Award Plan | 728,000 | $10.45 | 562,101 |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, and paid to each of our Named Executive Officers for the years ended December 31, 2023, and December 31, 2022:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards Annual ($)(1) | Stock Awards Long ($)(2) | All Other Compensation ($) | Total | | Race A. Randle (4)(5) | 2023 | $353,846(4) | $150,000(5) | $274,038 | $274,038 | $97,539(6) | $1,149,461 | | Chief Executive Officer | | | | | | | | | (Principal Executive Officer) | | | | | | | | | Wade K. Kodama | 2023 | $210,000 | - | $73,500 | $73,500 | $300(7) | $357,300 | | Chief Financial Officer | 2022 | 200,000 | - | 61,600 | 61,600 | 696(7) | 323,896 | | (Principal Financial Officer and Principal Accounting Officer) | | | | | | | | | Warren H. Haruki (6) | 2023 | $146,504(8) | - | 542,861 | 798,372 | $287,593(9) | $1,775,330 | | Former Chairperson & Chief Executive Officer | 2022 | $430,000 | - | $473,000 | $302,720 | $348(7) | $1,206,068 | | Paulus Subrata (7) | 2023 | $78,916(10) | - | 107,003 | 77,621 | $168,083(11) | $431,623 | | Former Vice President | 2022 | $160,000 | - | $70,400 | $70,400 | $696(7) | $301,496 |
Summary Compensation Table
| (1) Stock Awards Annual includes the annual incentive compensation payable in our common stock. Amounts reflect the aggregate grant date fair value of our common stock in accordance with FASB ASC Topic 718. Refer to the section entitled “Incentive-Based Compensation.” |
Summary Compensation Table
| (2) Stock Awards Long Term includes the long-term incentive compensation payable in our common stock over three years, vesting quarterly. Amounts reflect the aggregate grant date fair value of our common stock in accordance with FASB ASC Topic 718. Refer to the section entitled “Incentive-Based Compensation.” |
Summary Compensation Table
| (3) Mr. Randle was appointed as Chief Executive Officer on April 1, 2023. |
Summary Compensation Table
| (4) Mr. Randle’s 2023 salary amounted to $353,846 ($500,000 base salary prorated from April 1, 2023 to December 31, 2023). |
Summary Compensation Table
| (5) This amount is comprised of a signing bonus received upon the commencement of Mr. Randle’s employment. |
Summary Compensation Table
| (6) This amount is comprised Mr. Randle’s relocation allowance. |
Summary Compensation Table
| (7) This amount is comprised of the value of life insurance benefits. |
Summary Compensation Table
| (8) This amount is comprised of $119,515 in base salary and $26,989 in PTO payout. |
Summary Compensation Table
| (9) This amount is comprised of $287,308 in cash based severance and $285 as recognized value of life insurance benefits. |
Summary Compensation Table
| (10) This amount is comprised of $71,908 in base salary and $7,008 in PTO payout. |
Summary Compensation Table
| (11) This amount is comprised of $168,000 in cash based severance and $83 as recognized value of life insurance benefits. |
Summary Compensation Table
Narrative to Summary Compensation Table Our Compensation Committee has retained the services of Pay Governance, LLC, an outside compensation consultant, to assist in the evaluation of compensation packages offered to our Named Executive Officers. Compensation levels and incentive structures in 2023 and 2022 were based on studies in October 2022 and 2021 by Pay Governance, LLC, of market data from peer companies in the real estate management and development industries comparable to our Company. This applied to all NEO with the exception of Mr. Randle who was hired effective April 1, 2023. Mr. Randle’s compensation was determined by the consensus of the Board of Directors in relation to market compensation for CEO roles across similar companies. Shares granted for annual incentive compensation are not subject to vesting. In March 2023, 6,718 shares of our common stock were granted to Mr. Kodama for 2022 annual incentive compensation. In February 2023, 6,720 restricted shares of our common stock that vest quarterly over three years were granted to Mr. Kodama, for 2022 long-term incentive compensation. Messrs. Randle and Kodama have voting and regular dividend rights with respect to the unvested restricted shares but have no right to dispose of them until such time as they are vested. The restricted shares will fully vest if there is a change-in-control of the Company, as defined by the Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan, or the 2017 Plan. Terms of Employment None of our Named Executive Officers has a written employment agreement with the Company, other than offer letters with Messrs. Randle and Kodama. The material terms of employment for the Named Executive Officers, or the NEO’s, include:
Summary Compensation Table
| ● | Specific responsibilities, duties and professional expectations of the position; |
Summary Compensation Table
| ● | Compensation of annual base salary and the Equity Incentive Plan awards of both annual and long-term incentives based on the annual compensation study conducted by independent third party and approved by the Compensation Committee; |
Summary Compensation Table
| ● | Executive severance plan (details of the plan are disclosed below); |
Summary Compensation Table
| ● | Adherence to the confidentiality obligations; and |
Summary Compensation Table
| ● | Adherence to the Code of Business Conduct and Ethics. |
Summary Compensation Table
Below is a summary of our employment arrangements with each of our NEO’s. For additional information regarding their severance arrangements, refer to the section entitled “Executive Severance Plan.” Race A. Randle Pursuant to his employment arrangement with the Company, Mr. Randle received an annual base salary of $500,000, a signing bonus of $150,000 and relocation allowance amounting up to $100,000 of which $97,539 was claimed. In addition, Mr. Randle received an annual incentive award of our common stock equal to 100% achievement of 75% of his prorated base salary. For the year ending December 31, 2023, this amounted to $274,038 at the time of grant. Mr. Randle also receives a long-term incentive award equal to 100% achievement of 75% of his prorated base salary each year, which is subject to quarterly vesting for a period of three years and amounted to $274,038 for the year ending December 31, 2023. Wade K. Kodama Pursuant to his employment arrangement with the Company, Mr. Kodama’s annual base salary was $ 210,000. In addition, Mr. Kodama received an annual incentive award of our common stock equal to 100% achievement of 35% of his base salary. For the year ending December 31, 2023, this amounted to $73,500 at the time of grant. Mr. Kodama also receives a long-term incentive award equal to 100% achievement of 35% of his base salary each year, which is subject to quarterly vesting for a period of three years and amounted to $73,500 for the year ending December 31, 2023. Incentive-Based Compensation Our Compensation Committee annually reviews and approves an Incentive Compensation Plan for our named executive officers and certain members of management. Payouts under the 2023 and 2022 Incentive Compensation Plans were payable in common stock of the Company and were based on achieving predetermined thresholds under performance measurements weighted as follows: for 2023, adjusted EBITDA (as defined), 20%, real estate thresholds, 20%, leasing thresholds, 20%, resort amenity thresholds, 20% and business operations thresholds, 20%. For 2022, adjusted EBIDTA (as defined), 20%, sale of assets and real estate, 30%, and increase in stockholder value, 50%. During 2023 all thresholds were met with the exception of the Adjusted EBITDA target. For 2022, thresholds were exceeded for all performance measurements with the exception of sale of assets and real estate for resulting in payout percentages of 100% and 88%, respectively. [WK1]Uncapitalized resort, amenity, business and operations
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
| | | Stock Awards | | | Name | Award Date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested(1) | | Wade K. Kodama | 2/21/23 | 4,480(2) | $71,187 | | | 2/09/22 | 446(3) | $7,087 |
Outstanding Equity Awards at Fiscal Year End
| (1) The amounts in this column were calculated based on the closing price of our common stock as of December 31, 2023, which was $15.89 as reported by NYSE. |
Outstanding Equity Awards at Fiscal Year End
| (2) This amount represents shares subject to a restricted stock award that was granted on February 21, 2023 and remained unvested as of December 31, 2023. The shares vest quarterly over a three-year period and will fully vest if there is a change-in-control of the Company, as defined by the 2017 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (3) This amount represents shares subject to a restricted stock award that was granted on February 9, 2022, and remained unvested as of December 31,2023. The shares vest quarterly over a three-year period and will fully vest if there is a change-in-control of the Company, as defined by the 2017 Plan. |
Outstanding Equity Awards at Fiscal Year End
Executive Severance Plan The Company maintains an Executive Severance Plan, or Severance Plan, to retain key executives and encourage such executives to use their best business judgment in managing the affairs of the Company. The Severance Plan is administered by our Compensation Committee and provides certain severance benefits in the event an executive is involuntary terminated. As of December 31, 2023, the Severance Plan covered the Company’s Named Executive Officers. Under the terms of the Severance Plan, if a participant experiences (a) a separation from service as a result of the participant’s death or disability or (b) an involuntary separation from service by the Company without cause or as a result of the participant’s resignation for good reason, the Company shall pay to the participant certain severance benefits as defined in the Severance Plan. If a participant is terminated by the Company for cause or resigns without good reason, the participant is not entitled to any severance payments or benefits. The following table shows the potential payments that would have been made to the Company’s Named Executive Officers under the terms of the Severance Plan, assuming a separation date of December 31, 2023:
Outstanding Equity Awards at Fiscal Year End
| Name / Benefit | Severance Pay(1) | Incentive Compensation Plan Severance (2) | Health Insurance (3) | Total | | Race A. Randle | | | | | | Termination upon death or disability | $353,846 | $- | $- | $353,846 | | Termination without cause or resignation for good reason | $707,692 | $- | $21,876 | $729,568 | | Wade K. Kodama | | | | | | Termination upon death or disability | $157,500 | $56,175 | $- | $213,675 | | Termination without cause or resignation for good reason | $300,000 | $112,350 | $36,959 | $464,309 |
Outstanding Equity Awards at Fiscal Year End
| (1) Represents a lump sum payment of the named executive officer’s annual base salary multiplied by 100% for the chief executive officer and 75% for the chief financial officer in the event of termination upon death or disability. Represents severance payments of the NEO’s base salary at the time of termination paid over a period of 24 months for the chief executive officer, 18 months for the chief financial officer in the event of termination without cause or resignation for good reason. |
Outstanding Equity Awards at Fiscal Year End
| (2) Represents the average value of the previous two-years of granted incentive awards to the named executive officers multiplied by 100% for the chief executive officer and 75% for the chief financial officer in the event of termination upon death or disability. Represents the average value of the previous two-years of granted incentive awards to the named executive officers multiplied by 200% for the chief executive officer and 150% for the chief financial officer in the event of termination without cause or resignation for good reason. |
Outstanding Equity Awards at Fiscal Year End
| (3) Continued coverage for the participant and any dependents under the Company’s group health plan in which the participant and any dependents were entitled to participate immediately prior to the participant’s separation from service. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Pursuant to Item 402(v) of Regulation S-K of the Exchange Act, the following table sets forth information about the relationship between the compensation actually paid to our executive officers and certain performance metrics of the Company. For further information regarding executive compensation considerations and decisions for our named executive officers, refer to “Executive Compensation” of this Proxy Statement.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Current PEO(1) | Compensation Actually Paid To Current PEO(1)(3) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Former PEO(1) | Average Summary Compensation table total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(3) | Net Income (loss) ($ in millions)(4) | | 2023 | $1,149,461 | $1,188,358 | $1,775,330 | $1,775,330 | $394,462 | $365,439 | $158.90 | $(3,080,000) | | 2022 | $N/A | $N/A | $1,206,068 | $642,721 | $312,696 | $293,498 | $87.04 | $1,787,000 | | 2021 | $N/A | N/A | $1,095,762 | $314,375 | $164,720 | $126,625 | $82.23 | $(3,420,000) |
PAY VERSUS PERFORMANCE
| (1) This table reflects the amounts reported in the “Summary Compensation Table” for Race A. Randle, our current principal executive officer (the “PEO”), and Warren H. Haruki, our former PEO, for each of the years listed. The non-PEO named executive officers (the “NEOs”) for whom the average compensation is presented in this table are: (i) for fiscal 2023, Wade K. Kodama, (ii) for fiscal year 2022, Mr. Kodama and Paulus Subrata, and (iii) for fiscal year 2021, Mr. Kodama, Mr. Subrata, and Michael S. Hotta. Mr. Hotta served as chief financial officer through September 3, 2021 and Mr. Kodama filled the vacancy for chief financial officer on October 1, 2021. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reflected in this column represent the “compensation actually paid” to the PEO and the Non-PEO NEOs, respectively, computed in accordance with Item 402(v) of Regulation S-K. The following table reflects the adjustments made to determine the “compensation actually paid” (all amounts are averages for the Non-PEO NEOs): |
PAY VERSUS PERFORMANCE
| Year | Executive(s) | Summary Compensation Table Total | Deduct Stock Awards Granted in Year | Add Year- End Fair Value of Unvested Equity Awards Granted In Year | Change in Fair Value of Unvested Equity Awards Granted in Prior Years | Change in Vesting Date Fair Value of Equity Awards Granted in Prior Years Which Vested in Year | Compensation Actually Paid | | 2023 | Current PEO | $1,149,4611 | $(944,655) | $271,431 | $0 | $399,186 | $1,188,358 | | | Former PEO | $1,775,330 | | | | | 1,775,330 | | | Non-PEO NEOs | $394,462 | $(165,812) | $53,501 | $16,017 | $67,271 | $365,439 | | 2022 | Current PEO | N/A | N/A | N/A | N/A | N/A | N/A | | | Former PEO | $1,206,068 | $(680,000) | $176,667 | $(33,341) | $(26,673) | $642,721 | | | Non-PEO NEOs | $312,696 | $(37,250) | $24,833 | $(3,768) | $(3,014) | $293,498 | | 2021 | Current PEO | N/A | N/A | N/A | N/A | N/A | N/A | | | Former PEO | $1,095,762 | $(1,003,885) | $261,173 | $(34,701) | $(3,974) | $314,375 | | | Non-PEO NEOs | $247,081 | $(134,274) | $44,758 | $(27,761) | $(3,180) | $126,625 |
PAY VERSUS PERFORMANCE
| (3) Total Shareholder Return, or TSR, is determined based on the value of an initial fixed investment of $100 on December 31, 2021. |
PAY VERSUS PERFORMANCE
| (4) Net Income as reported in our 2023 Annual Report. |
PAY VERSUS PERFORMANCE
| (5) The average Summary Compensation table total for Non-PEO NEOs for the fiscal year ended 2021, includes both Mr. Hotta’s total compensation as chief financial officer for the fiscal year ended 2021 and Mr. Kodama’s total compensation as interim chief financial officer for the remainder of fiscal year 2021. |
PAY VERSUS PERFORMANCE
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return Relationship Between Compensation Actually Paid and Net Income
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table provides information regarding non-employee director compensation for the fiscal year ended December 31, 2023:
DIRECTOR COMPENSATION
| 2023 Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards ($)(3) | Total ($) | | Glyn Aeppel | $44,967 | $67,459 | $112,426 | | John Sabin | $44,967 | $67,459 | $112,426 | | Stephen M. Case | $44,967 | $67,459 | $112,426 | | David A. Heenan (4) | $20,132 | $30,200 | $50,332 | | Anthony P. Takitani | $44,967 | $67,459 | $112,426 | | R. Scot Sellers (5) | $57,875 | $157.125 | $215,000 | | Arthur C. Tokin (4) | $20,132 | $30,200 | $50,332 |
DIRECTOR COMPENSATION
| (1) Compensation for our Chairperson & Chief Executive Officer from January 1, 2023 to March 31, 2023, Warren H. Haruki, is provided in the “Executive Compensation” section below. Mr. Haruki separated from the Company on March 31, 2023 and effective April 1, 2023, R. Scot Sellers was appointed as Chairperson of the Board of Directors. |
DIRECTOR COMPENSATION
| (2) Consists of a quarterly retainer. These amounts do not include amounts paid to independent directors to reimburse them for expenses of travel and other reasonable out‑of‑pocket expenses that are related to service on the Board. The quarterly retainer from January 1, 2023 to May 16, 2023 was $11,000 per quarter. Effective May 17, 2023 to December 31, 2023, the quarterly retainer was $10,000 per quarter. Prorations were made for each Director to reflect their service during 2023. Effective April 1, 2023, Mr. Sellers received a separate compensation arrangement from other Directors. The Board Chair’s annual cash retainer amounted to $62,500 to be paid equally over four calendar quarters. |
DIRECTOR COMPENSATION
| (3) Aggregate grant date fair value (computed in accordance with FASB ASC topic 718) of stock awards granted in 2023, which vest quarterly. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements in our 2023 Annual Report. As of December 31, 2023, Ms. Aeppel and Messrs. Case, Heenan, Sabin, Takitani and Tokin each had no restricted shares unvested. Mr. Sellers had 3,980 restricted shares unvested at December 31, 2023. |
DIRECTOR COMPENSATION
| (4) Messrs. Heenan and Tokin did not stand for re-election to the Board. Their last day of service was May 16, 2023 at the conclusion of the Annual Meeting. Their cash retainer and stock grants were prorated to 45.75% of $44,000 cash retainer and $66,000 in stock grants. |
DIRECTOR COMPENSATION
| (5) Mr. Sellers was a Board Observer prior to being appointed to the Board as Chairperson effective April 1, 2023. For his Board Observer service, Mr. Sellers was paid $11,000 in cash retainer and issued $16,500 in a stock grant which was the equivalent of 1,800 shares of stock. Effective April 1, 2023, Mr. Sellers was appointed as Chairperson of the Board and Chairperson’s compensation was approved as $62,500 cash retainer payable over 4 calendar quarters beginning June 30, 2023 and $187,500 in stock grants issued at $11.78 per share amounting to a total of 15,920 shares to be equally vested over 4 quarters beginning June 30, 2023. |
DIRECTOR COMPENSATION
| January 1 to May 16, 2023 Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards ($)(3) | Total ($) | | Glyn Aeppel | $20,132 | $30,200 | $50,332 | | John Sabin | $20,132 | $30,200 | $50,332 | | Stephen M. Case | $20,132 | $30,200 | $50,332 | | David A. Heenan (4) | $20,132 | $30,200 | $50,332 | | Anthony P. Takitani | $20,132 | $30,200 | $50,332 | | R. Scot Sellers (5) | $11,000 | $16,500 | $27,500 | | Arthur C. Tokin (4) | $20,132 | $30,200 | $50,332 |
DIRECTOR COMPENSATION
| May 17 to December 31, 2023 Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards ($)(3) | Total ($) | | Glyn Aeppel | $24,835 | $37,259 | $62,094 | | John Sabin | $24,835 | $37,259 | $62,094 | | Stephen M. Case | $24,835 | $37,259 | $62,094 | | David A. Heenan (4) | $- | $- | $- | | Anthony P. Takitani | $24,835 | $37,259 | $62,094 | | R. Scot Sellers (5) | $- | $- | $- | | Arthur C. Tokin (4) | $- | $- | $- |
DIRECTOR COMPENSATION
| Board Chair Compensation effective April 1, 2023 Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards ($)(3) | Total ($) | | R. Scot Sellers (5) | $46,875 | $140,625 | $187,500 |
DIRECTOR COMPENSATION
In 2023, all non‑employee directors received cash retainer fees per the detailed tables for the various payment periods shown above.. Each director is expected to perform committee service and to attend meetings; therefore, we do not pay additional compensation for committee service or for attending meetings. Non‑employee directors were also granted restricted common stock, or restricted shares under the 2017 Plan for the calendar year, which vest quarterly. The directors have voting and regular dividend rights with respect to the unvested restricted shares but have no right to dispose of them until such time as they are vested. Both the cash retainer and restricted share vesting will be prorated to the last date of service should a director depart the Board for any reason, or not be re-elected to the Board. Any unpaid cash retainer and unvested restricted shares due to the Directors departure from the Board will be cancelled. In 2023, Mr. Sellers was granted 13,740 shares, all shares were vested at December 31, 2023 with the exception of 3,980 restricted, unvested shares that will vest on March 31, 2024. Messrs. Case, Sabin and Takitani and Ms. Aeppel were each granted 6,659 shares, all shares were vested at December 31, 2023. Messrs. Heenan and Tokin were each issued 2,710 shares which were vested at December 31, 2023. In 2022, Messrs. Case, Heenan, Takitani and Tokin were each granted 6,488 restricted shares –1,622 shares vesting quarterly (fair value on December 31, 2022, of $9.44 per share). In 2022, Ms. Aeppel and Mr. Sabin were each granted 2,968 shares, 1,346 shares vested on September 30, 2022, and 1,622 shares vested on December 31, 2022 (fair value on December 31, 2022, of $9.44 per share).