DEF 14A of Maui Land & Pineapple Co Inc
Filed Apr 7, 2025 · FY20240001437749-25-011201
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) | 66 | Director | | Steve Case (2) | 66 | Director | | A. Catherine Ngo (1) | 64 | Director | | Ken Ota (1)(3) | 55 | Director | | John Sabin (2)(3) | 70 | Director | | R. Scot Sellers (2) | 68 | Chairperson of the Board | | Anthony P. Takitani (1)(3) | 70 | 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. |
Directors
Directors Our Board is currently comprised of seven members, all of whom were previously elected to serve for a one-year term until our Annual Meeting, or until their successors are elected and qualified. 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 (66) | 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 makes her very well qualified for her role on our Board. |
Directors
| Steve Case (66) | 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 (70) | 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 and President of Revolution Places. 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 previously served as an independent director of Hersha Hospitality Trust and Condor Hospitality Trust, both publicly traded real estate investment trusts 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 (“BYU”) and holds a Juris Doctorate from J. Reuben Clark Law School at BYU, and a Master’s of Business Administration and Master’s of Accountancy from Marriott School of Management at BYU. Mr. Sabin is a licensed attorney and certified public accountant in several United States jurisdictions. 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 (68) | 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 also serves on the board and as of May 2024 has been named Chairperson of 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 (70) | 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 (64) | 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 served as President and Chief Executive Officer, then later as Chair, of Central Pacific Bank, from 2015 to 2024. Prior to CPB, Ms. Ngo was 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. During her tenure there, she also served as Chief Operating Officer of Alliant Partners, SVB’s investment banking subsidiary. In addition to her current role on the board of Central Pacific Financial Corp (NYSE: CPF), Ms. Ngo also is a board member of Hawaii Gas, the only gas utility in the State of Hawaii. She is actively involved in several other prominent boards and committees including Queen’s Health Systems and Hawaiʻi Community Foundation. She also chairs the Federal Reserve Board 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 (55) | 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 served on the State of Hawaiʻi Licensing Board of Engineers, Architects, Surveyors, and Landscape Architects until June 2024 and currently serves on the board of 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 Independence Our Nominating and Governance Committee annually reviews the independence of the existing Board and director nominees. Based on the director independence requirements set forth in our Corporate Governance Guidelines, as well as applicable SEC and NYSE rules, our Board has determined that each of our directors is independent. Communications with the Board All stockholders and interested parties wishing to submit written communications to our Board 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 under the Investors Relations section on our website at www.mauiland.com. 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. In April 2023, Race A .Randle was appointed as chief executive officer and R. Scot Sellers was appointed as chairperson of the Board. Upon each of their appointments, the roles of chief executive officer and chairperson were separated, and 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 and chief executive officer will better facilitate oversight and risk mitigation efforts by the Board. The separation will allow Mr. Randle to focus on day-to-day business and Mr. Sellers to lead the Board in its oversight of the Company. 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 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 related 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 and consults with the Board on all major decisions. Family Relationships There are no family relationships among any of our directors, director nominees or executive officers. Involvement in Certain Legal Proceedings There are no legal proceedings related to any of our directors, director nominees, or executive officers which are required to be disclosed pursuant to applicable SEC rules. 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.
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. In addition to the candidates identified by the Nominating and Governance Committee, candidates for directors proposed by our stockholders will be considered, provided such recommendations are made in accordance with the procedures set forth in our Bylaws. Stockholder nominations that meet the qualification criteria referred to above will receive the same consideration as nominations made by the Nominating and Governance Committee. 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. A third-party search firm was not retained to identify or evaluate potential candidates for election at the 2025 Annual Meeting.
Securities Authorized for Issuance under Equity Compensation Plans
Securities Authorized for Issuance under Equity Compensation Plans The Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan, or 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, 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 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 recommended 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, 2024. 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 | 1,394,000(1) | $15.09(2) | - |
Securities Authorized for Issuance under Equity Compensation Plans
| (1) Outstanding options shares to be exercised are comprised of (i) 400,000 shares issuable to the Chairperson of the Board in March 2023 with exercise price per share of $9.08, (ii) 208,500 shares issuable to three (3) Directors (not including the Chairperson of the Board) in May 2023 with exercise price per share of $12.11, (iii) 400,000 shares issuable to the Chief Executive Officer in January 2024 with exercise price per share of $15.75 and (iv) 385,500 shares issuable to six (6) Directors in May 2024 with exercise price per share of $22.25. |
Securities Authorized for Issuance under Equity Compensation Plans
| (2) Weighted average price per share of outstanding options based on 1,394,000 total unexercised shares. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, and paid to each of our Named Executive Officers for the years ended December 31, 2024, and December 31, 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards Annual ($)(1) | Stock Awards Long Term ($)(2) | Option Awards ($) | All Other Compensation ($) | Total | | Race A. Randle | 2024 | $525,000 | - | $-(3) | $-(4) | $2,408,000(5) | $180(6) | $2,933,180 | | Chief Executive Officer | 2023 | $353,846(7) | $150,000(8) | $- | $- | - | $97,539(9) | $601,385 | | (Principal Executive Officer) | | | | | | | | | | Wade K. Kodama | 2024 | $235,000 | - | $73,500 | $73,500 | - | $1,188(6) | $383,188 | | Chief Financial Officer | 2023 | $210,000 | - | $61,600 | $61,600 | - | $300(6) | $333,500 | | (Principal Financial Officer and Principal Accounting Officer) | | | | | | | | |
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. For information about the assumptions underlying these computations, please refer to Note 11 to our consolidated financial statements included in our 2024 Annual Report. |
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. For information about the assumptions underlying these computations, please refer to Note 11 to our consolidated financial statements included in our 2024 Annual Report. |
Summary Compensation Table
| (3) In the fiscal year ended December 31, 2024, or fiscal year 2024, Mr. Randle was granted annual stock awards in the aggregate amount of $274,038. Amounts reflect the aggregate grant date fair value of our common stock in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to Note 11 to our consolidated financial statements included in our 2024 Annual Report. Such stock awards were subsequently cancelled on August 5, 2024, as described in the Information Statement on Schedule 14C filed on September 9, 2024, or the Information Statement. |
Summary Compensation Table
| (4) In fiscal year 2024, Mr. Randle was granted long term stock awards in the aggregate amount of $274,038. Such stock awards were subsequently cancelled on August 5, 2024 as described in the Information Statement. |
Summary Compensation Table
| (5) Option Awards includes 400,000 shares issued to the CEO on January 1, 2024 with an exercise price per share of $15.75. These options vest in thirds on January 1, 2025, 2026, and 2027 and have a 10 year expiry. |
Summary Compensation Table
| (6) This amount is comprised of the value of life insurance benefits. |
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| (7) Mr. Randle’s base salary was $500,000 in 2023. He was appointed as Chief Executive Officer on April 1, 2023. Accordingly, his 2023 salary was prorated from April 1, 2023 to December 31, 2023, amounting to $353,846. |
Summary Compensation Table
| (8) This amount is comprised of a signing bonus received upon the commencement of Mr. Randle’s employment. |
Summary Compensation Table
| (9) This amount is comprised Mr. Randle’s relocation allowance and the value of life insurance benefits. |
Summary Compensation Table
Narrative to Summary Compensation Table Our Compensation Committee had 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. Pay Governance was instructed to research and report on compensation levels and incentive structures from peer companies in the real estate management and development industries comparable to the Company. Compensation levels and incentive structures in 2024, 2023 and 2022 were based on studies in October 2022 and 2021 by Pay Governance, LLC in accordance with the instructions given to them. This applied to all Named Executive Officers, current and former, 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 in relation to market compensation for CEO roles across similar companies. The Compensation Committee has retained Ferguson Partners Consulting for 2025 and instructed them to research and report on compensation levels and incentive structures from peer companies in the real estate management and development industries comparable to the Company for both directors and Named Executive Officers. At the recommendation of Ferguson Partners Consulting, in 2025, the Compensation Committee will be eliminating the use of options and replacing them with restricted stock because of the more certain valuation of restricted stock. Annual Incentive Awards Shares granted for annual incentive compensation are not subject to vesting. Mr. Randle is entitled to receive an annual incentive award of restricted stock equal to up to 115% achievement of 75% of his prorated base salary. In February 2024, he was issued 14,255 shares of restricted stock for his 2023 annual incentive compensation. On August 5, 2024, Mr. Randle’s 14,255 annual incentive shares were cancelled as described in the Information Statement. Mr. Kodama is entitled to receive an annual incentive award of our common stock equal to up to 115% achievement of 50% of his base salary. In February 2024, he was issued 3,824 shares of restricted stock for his 2023 annual incentive compensation. In March 2023, 6,718 shares of our common stock were granted to Mr. Kodama for 2022 annual incentive compensation. Long-Term Incentive Awards Mr. Randle is entitled to receive a long-term incentive award equal to up to 115% achievement of 75% of his prorated base salary each year, which is subject to quarterly vesting for a period of three years. In February 2024, Mr. Randle was issued 14,256 shares of restricted stock that vest quarterly over three years. On August 5, 2024, Mr. Randle’s 14,256 long term incentive shares were cancelled as described in the Information Statement. Mr. Kodama is also entitled to receive a long-term incentive award equal to up to 115% achievement of 50% of his base salary each year, which is subject to quarterly vesting for a period of three years. In February 2024, Mr. Kodama was issued 3,828 shares of restricted stock that vest quarterly over three years, and in March 2023, he was issued 6,720 shares of restricted stock that vest quarterly over three years. 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 2017 Plan. Terms of Employment Both Mr. Randle and Mr. Kodama have written employment agreements. 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); |
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| ● | 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 In March 2023, we entered into an employment agreement with Mr. Randle, or the Randle Employment Agreement, to reflect his compensation arrangement. Mr. Randle’s term of employment began on or around April 1, 2023 and will continue until otherwise terminated. He is entitled to an initial base salary of $500,000 per year, which may be increased or decreased at the discretion of the Board pursuant to an annual review. Per the terms of the Randle Employment Agreement, Mr. Randle is eligible to receive an annual award of restricted stock subject to predetermined performance measurements and thresholds and award amounts agreed to by the Board. The dollar value of Mr. Randle’s annual award of restricted stock is 75% of his current base salary and prorated based on his months of employment. The award fully and irrevocably vests on the grant date and is not subject to repurchase or recoupment by the Company for any reason, including without limitation, termination of the Randle Employment Agreement, but excluding any clawback or recoupment pursuant to the 2017 Plan. Mr. Randle is also eligible to receive an annual long term incentive award of restricted stock as determined by the Board. The dollar value of the long term incentive award is 75% of Mr. Randle’s current base salary. Mr. Randle is also entitled to certain employment benefits, including but not limited to medical, dental, long-term disability and group life insurance plans, the cost of Mr. Randle and his immediate family’s membership in the Kapalua Club for the duration of Mr. Randle’s employment, and reimbursement of reasonable expenses incurred through the performance of his duties. In addition, his employment agreement contains provisions providing for severance payments pursuant to the Maui Land & Pineapple Company, Inc. Executive Severance Plan, or Severance Plan. The Randle Employment Agreement includes restrictive covenants, including a nondisclosure and non-compete provision. In the event of a Change of Control (as defined in the 2017 Plan), Mr. Randle is entitled to certain benefits, including but not limited to (i) an amount equal to his current base salary, (ii) an amount equal to two times his annual bonus, (iii) continued health insurance benefits for two years following the effective date of his termination, and (iv) full vesting of any previously awarded, unvested awards. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Randle Employment Agreement. Wade K. Kodama On September 22, 2021, we entered into an offer letter with Mr. Kodama, or the Kodama Employment Agreement, to reflect his compensation arrangement. Mr. Kodama’s term of employment began on or around October 1, 2021 and will continue until otherwise terminated. He is entitled to an initial annual base salary of $190,000, which may be adjusted by the Board. Per Mr. Kodama’s Employment Agreement, Mr. Kodama is eligible to receive annual award of restricted stock, which vests immediately on the grant date. Mr. Kodama is also eligible to receive an annual long term incentive award of restricted stock that has a three-year vesting period. Mr. Kodama is also entitled to certain employment benefits, including but not limited to medical, dental, and vision coverage, flexible spending account, group life insurance, accidental death and dismemberment coverage, travel accident insurance, temporary and long-term disability insurance, and 401(k) plan. In addition, his employment agreement contains provisions providing for severance payments pursuant to the Severance Plan. The Kodama Employment Agreement includes restrictive covenants, including a confidentiality provision. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Kodama Employment Agreement. Incentive-Based Compensation Incentive based compensation includes annual incentive awards and long term incentive awards. Our Compensation Committee annually reviews and approves the incentive compensation for non-cash awards payable to our named executive officers and certain members of management. Payouts under the 2024 and 2023 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 2024, adjusted EBITDA, up to 15%, land development and sales, up to 40%, leasing – commercial real estate, up to 30%, leasing – land, up to 15%, and business operations, up to 20%. For 2023, adjusted EBITDA, up to 25%, real estate thresholds, up to 25%, leasing thresholds, up to 25%, resort amenity thresholds, up to 25% and business operations thresholds, up to 25%. For 2024, all targets achieved the maximum percentages except for adjusted EBITDA which attained 5% achievement of the maximum 15%. For 2023, all targets achieved the maximum percentages except for adjusted EBITDA which attained 0% achievement of the maximum 25%.
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, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Stock Awards | | Option 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) | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price | Option expiration date | | Wade K. Kodama | 2/21/24 | 2,552(2) | $56,093 | - | - | - | - | | | 2/22/23 | 2,240(3) | $49,235 | - | - | - | - | | Race Randle | 1/1/2024 | - | - | - | 400,000(4) | $15.75 | 12/31/2033 |
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, 2024, which was $21.98 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, 2024 and remained unvested as of December 31, 2024. 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 22, 2023 and remained unvested as of December 31, 2024. 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
| (4) These options vest in thirds on January 1, 2025, 2026, and 2027 and have a 10 year expiry. |
Outstanding Equity Awards at Fiscal Year End
Executive Severance Plan The Company maintains an executive severance plan, or the 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, 2024, 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, 2024:
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 | $520,000 | $- | $- | $520,000 | | Termination without cause or resignation for good reason | $1,040,000 | $- | $38,090 | $1,078,090 | | Wade K. Kodama | | | | | | Termination upon death or disability | $176,250 | $101,325 | $- | $277,575 | | Termination without cause or resignation for good reason | $352,500 | $202,650 | $42,056 | $597,206 |
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, and 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 Named Executive Officers, or NEOs, 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 Table
Pay Versus Performance Table The following table provides information regarding “compensation actually paid” for our principal executive officer, or PEO, and our other NEOs for each of our fiscal years ended December 31, 2024, 2023 and 2022:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Current PEO (Randle)(1) | Compensation Actually Paid To Current PEO (Randle)(1)(2) | Summary Compensation Table Total for Former PEO (Haruki)(1) | Compensation Actually Paid to Former PEO (Haruki)(1)(2) | Average Summary Compensation table total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(3) | Net Income (loss) ($) | | 2024 | $2,933,180 | $2,933,180 | $N/A | $N/A | $383,188 | $383,003 | $220.68 | $(7,391,000) | | 2023 | $601,385 | $601,385 | $1,775,330 | $1,775,330 | $394,462 | $365,440 | $159.54 | $(3,080,000) | | 2022 | $N/A | $N/A | $1,206,068 | $642,721 | $312,696 | $293,497 | $94.58 | $1,787,000 |
Pay Versus Performance Table
| (1) The table below includes the name of each individual serving as our PEO and NEOs during the last three fiscal years: |
Pay Versus Performance Table
| Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Race A. Randle | Wade K. Kodama | | 2023 | Warren H. Haruki, through March 31, 2023 Race A. Randle, beginning April 1, 2023 | Wade K. Kodama Paulus Subrata, through June 20, 2023 | | 2022 | Warren H. Haruki | Wade K. Kodama Paulus Subrata |
Pay Versus Performance Table
| (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” (for the Non-PEO NEOs, all amounts are averages): |
Pay Versus Performance Table
| Year | Executive(s) | Summary Compensation Table Total | Deduct Stock Awards Granted in the Fiscal Year | Deduct Option Awards Granted in the Fiscal Year | Add Year- End Fair Value of Outstanding and Unvested Equity Awards Granted In the Fiscal Year | Add Vesting Date Fair Value of Awards Granted and Vested during the Fiscal Year | Change in Fair Value of Outstanding and 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 | | 2024 | Current PEO (Randle) | $2,933,180 | $- | $(2,408,000) | $2,408,000 | $- | $- | $- | $2,933,180 | | | Non-PEO NEOs | $383,188 | $(147,000) | - | $49,075 | $24,537 | $69,616 | $3,587 | $383,003 | | 2023 | Current PEO (Randle) | $601,385 | $- | - | $- | - | $- | $- | $601,385 | | | Former PEO (Haruki) | $1,775,330 | $(1,341,233) | - | $- | - | $798,372 | $542,861 | 1,775,330 | | | Non-PEO NEOs | $394,462 | $(165,812) | - | $16,017 | $53,502 | - | $67,271 | $365,440 | | 2022 | Former PEO (Haruki) | $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) | $293,497 |
Pay Versus Performance Table
| (3) Total Shareholder Return, or TSR, is determined based on the value of an initial fixed investment of $100 on December 31, 2021. |
Pay Versus Performance Table
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return Relationship Between Compensation Actually Paid and Net Income
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table provides information regarding non-employee director compensation for fiscal year 2024:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Glyn Aeppel | $40,000 | $120,000 | $579,733 | $739,733 | | Steve Case | $40,000 | $-(4) | - | $40,000 | | A. Catherine Ngo | $40,000 | $120,000 | $559,780 | $719,780 | | Ken Ota | $40,000 | $120,000 | $563,106 | $723,106 | | John Sabin | $40,000 | $120,000 | $603,011 | $763,011 | | R. Scot Sellers | $62,500 | $380,000 | $496,597 | $939,097 | | Anthony P. Takitani | $40,000 | $120,000 | $616,312 | $776,312 |
DIRECTOR COMPENSATION
| (1) 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 aggregate amount of which is less than $10,000. The quarterly retainer for the directors, except Mr. Sellers, amounted to $10,000 per quarter. As Chairperson, Mr. Sellers received a separate compensation arrangement than the other directors with an annual cash retainer amounted to $62,500 paid equally over four calendar quarters. |
DIRECTOR COMPENSATION
| (2) Aggregate grant date fair value (computed in accordance with FASB ASC topic 718) of stock awards granted in 2024, which vest quarterly. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements in our 2024 Annual Report. In 2024, Mr. Sellers was granted 16,492 shares, 6,417 of which were vested at December 31, 2024, and the remaining unvested shares will vest through March 31, 2026. Messrs. Ota, Sabin and Takitani and Mses. Aeppel and Ngo were each granted 5,600 shares, 3,124 of which were vested at December 31, 2024, and the remaining unvested shares will vest through December 31, 2025. |
DIRECTOR COMPENSATION
| (3) Aggregate stock options grant date fair value computed in accordance with FASB ASC topic 718) of options granted in 2024, which vest quarterly. Assumptions used in the calculation of these amounts are included in Note 11 of our consolidated financial statements in our 2024 Annual Report. As of December 31, 2024, unvested option shares and unexercised option shares for each Director were as follows: |
DIRECTOR COMPENSATION
| Director | Unvested option shares | Unexercised option shares | | Ms. Aeppel | 16,344 | 65,375 | | Mr. Case | - | - | | Ms. Ngo | 15,781 | 63,125 | | Mr. Ota | 15,875 | 63,500 | | Mr. Sabin | 17,000 | 68,000 | | Mr. Sellers | 14,000 | 56,000 | | Mr. Takitani | 17,375 | 69,500 |
DIRECTOR COMPENSATION
| (4) On February 26, 2024, Mr. Case was issued 3,124 shares of restricted stock that were subsequently cancelled on August 5, 2024 as described in the Information Statement. |
DIRECTOR COMPENSATION
In 2024, all non-employee directors received cash retainer fees per the table presented above. Non-employee directors, other than Mr. Case, were also granted options to purchase common stock for committee services and restricted common stock, each 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. The cash retainers, stock options and restricted stock 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 options and restricted stock due to the directors departure from the Board will be cancelled. Insider Trading Policy We have an insider trading policy, or Insider Trading Policy, which was most recently amended on March 4, 2025, that governs purchases, sales and other dispositions of our securities by our directors, executive officers, employees and contractors, where applicable. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards applicable to us. Our Insider Trading Policy prohibits purchases, sales and other dispositions of our securities while in possession of material nonpublic information about us and from disclosing such information to others, and it prohibits trading on material nonpublic information of other companies obtained during the course of providing service to us. It also imposes additional restrictions on and trading requirements for trading in our securities by our insiders. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our 2024 Annual Report. Policies and Practices Related to the Grant of Certain Equity Awards We do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and do not time the public release of such information based on stock option grant dates. Our grants of stock options are awarded during an “open trading window.” During fiscal year 2024, we did not award options to any named executive officer during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. No Hedging or Pledging Policy Our Insider Trading Policy prohibits our directors, officers, employees and consultants from hedging or offsetting the economic interest in our securities, and from pledging our securities. The Audit Committee may make exceptions, on a case-by-case basis to make certain pledges of securities as collateral for loans.