DEF 14A of Maui Land & Pineapple Co Inc
Filed Apr 9, 2026 · FY20250001437749-26-011910
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) | 67 | Director | | Steve Case (2) | 67 | Director | | A. Catherine Ngo (1) | 65 | Director | | Ken Ota (1)(3) | 56 | Director | | John Sabin (2)(3) | 71 | Director | | R. Scot Sellers (2) | 69 | Chairperson of the Board | | Anthony P. Takitani (1)(3)(4) | 71 | Director |
INFORMATION REGARDING DIRECTOR NOMINEES
| (1) Member of our Audit Committee | | (2) Member of our Compensation Committee | | (3) Member of our Nominating and Corporate Governance Committee | | (4) Effective March 3, 2026, resigned from our Audit 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 (67) | 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 (67) | 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, a growth stage investment firm, since August 2011; as a partner of Revolution Ventures, an early stage technology investment firm, since July 2013; as a partner of Revolution’s Rise of the Rest Seed Fund, an early-stage investment firm, since November 2017; as a partner of Revolution’s Rise of the Rest Real Estate, a real-estate investment initiative, since December 2019; and as chairman of Exclusive Resorts LLC, a membership-based luxury real estate company, since November 2004. Mr. Case also served as chairman of the board of America Online, Inc., an internet company, from 1995 to January 2001, including during its initial public offering, and served as its chief executive officer from 1995 to January 2001. Mr. Case subsequently served as chairman of the board of AOL Time Warner, Inc., a then-public media and entertainment company, from January 2001 to May 2003, and continued on the board of Time Warner, Inc. through October 2005. Mr. Case’s board experience also includes service as a director of Zipcar, Inc., a private car-sharing company that became public during his tenure (December 2010-March 2013); Sweetgreen, Inc. (NYSE: SG), a private fast-casual restaurant company serving healthy foods that became public during his tenure (December 2013-June 2022); BigCommerce Holdings, Inc. (Nasdaq: CMRC), a then-private ecommerce platform (July 2013-October 2015); Bloom Energy Corporation (BYSE: BE), a then-private company focused on generating sustainable energy (July 2014-March 2016); and other privately-held companies. 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. | | John Sabin (71) | 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 of Business Administration and Master 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 (69) | 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 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. | | Anthony P. Takitani (71) | 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 (65) | 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 Chairman Emeritus of Central Pacific Bank, having previously served as President and Chief Executive Officer, and Chairman of the company from 2015 to 2024, and having served as Executive Vice President and Chief Administrative Officer from 2010 to 2015. She continues to serve as the Chair and President of the Central Pacific Bank Foundation. 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. Ms. Ngo also is a board member and Chair of the Compensation Committee of Hawaii Gas, the only gas utility in the State of Hawaii. She is actively involved in several other prominent community boards and committees including Queen’s Health Systems where she serves as Chair of the Finance Committee and Hawaiʻi Community Foundation where she serves as Chair of the External Engagement Committee. She recently completed her term as Chairman of the Federal Reserve Board Community Depository Institutions Advisory Council (FRB CDIAC) for the 12th District, and as 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. | | Ken Ota (56) | 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
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. In addition, it is the Company’s policy that a majority of its directors are independent and the recommendations for nomination to the Board by the Nomination and Governance Committee will take that policy into account. 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 and final recommendation to the Board. A third-party search firm was not retained to identify or evaluate potential candidates for election at the 2026 Annual Meeting. Our Board and each committee conduct annual self-evaluations of their effectiveness, with oversight by our Nominating and Corporate Governance Committee. The evaluations are designed to assess Board and Committee performance, as well as to assess whether the composition, dynamics, operations and structure of the Board and its committees are effective.
Compensation Overview
| Compensation Element | Purpose | | Base Salary | Provides fixed compensation to attract and retain talent | | Annual Incentive Awards | Motivates achievement of short-term financial and operational goals | | Long-term Incentive Awards | Aligns executive interests with stockholders and promotes retention |
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 (i) an annual component with a lump sum award, and (ii) a long-term component where shares are vested over 12 calendar quarters subsequent to the issuance date. The awards for the named executive officers are approved and granted by the Compensation Committee. The following table sets forth information about the securities authorized for issuance under our equity compensation plans as of December 31, 2025. 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) | 1,844,371 |
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 directors (not including the Chairperson of the Board) and granted in May 2023 with an exercise price per share of $12.11, (iii) 400,000 shares issuable to the Chief Executive Officer and granted in January 2024 with an exercise price per share of $15.75 and (iv) 385,500 shares issuable to six directors and granted in May 2024 with exercise price per share of $22.25. |
Securities Authorized for Issuance under Equity Compensation Plans
| (2) Weighted average price per share of outstanding options based on 1,394,000 total unexercised shares. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, and paid to each of our Named Executive Officers for the years ended December 31, 2025, and December 31, 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards Annual(1) ($) | Stock Awards Long Term(2) ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Race A. Randle | 2025 | 551,250 | - | 413,438 | 413,438 | - | 180(3) | 1,378,306 | | Chief Executive Officer (Principal Executive Officer) | 2024 | 525,000 | - | -(4) | -(5) | 2,408,000(6) | 180(3) | 2,933,180 | | Wade K. Kodama | 2025 | 246,750 | - | 123,375 | 123,375 | - | 1,188(3) | 494,688 | | Chief Financial Officer (Principal Financial Officer) | 2024 | 235,000 | - | 73,500 | 73,500 | - | 1,188(3) | 383,188 |
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 2025 Annual Report. | | (2) Stock Awards Long Term includes the long-term incentive compensation payable in our common stock vesting quarterly over three years. 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 2025 Annual Report. |
Summary Compensation Table
| (3) This amount is comprised of the value of life insurance benefits. | | (4) 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. | | (5) 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. | | (6) Includes 400,000 shares issued to the Mr. Randle 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
Narrative to Summary Compensation Table Our Compensation Committee had previously 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 2025 and 2024 were based on studies in October 2022 and 2021 by Pay Governance, except that 2024 and 2025 pay was adjusted considering the rate of inflation and other costs of living in Hawaii. The Committee intends to engage with a compensation consultant in 2026 to provide comparative peer group compensation for both directors and Named Executive Officers. Beginning in 2025, the Compensation Committee eliminated the use of options and replaced them with restricted stock. This change provides more predictable value to executives while maintaining alignment with shareholders and reduces the number of underlying shares used to compensate our Named Executed Officers and the related compensation expense. 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:
Summary Compensation Table
| 2024 Targets | | | Performance Achievement | Percent Payout | | Adjusted EBITDA | Up to 15% of annual base salaries | | Land, development and sales | Up to 40% of annual base salaries | | Leasing – commercial real estate | Up to 30% of annual base salaries | | Leasing – land | Up to 20% of annual base salaries | | Business operations | Up to 20% of annual base salaries | | 2023 Targets | | | Achievement | Percent Payout | | Adjusted EBITDA | Up to 25% of annual base salaries | | Real estate thresholds | Up to 25% of annual base salaries | | Leasing thresholds | Up to 25% of annual base salaries | | Resort amenity thresholds | Up to 25% of annual base salaries | | Business operations thresholds | Up to 25% of annual base salaries |
Summary Compensation Table
Equity awards granted in 2025 are based on performance achievements from 2024, and equity awards granted in 2024 are based on performance achievements from 2023. For 2025 awards, all 2024 targets achieved the maximum percentages except for adjusted EBITDA which attained 5% achievement of the maximum 15%. For 2024 awards, all 2023 targets achieved the maximum percentages except for adjusted EBITDA which attained 0% achievement of the maximum 25%. Annual Incentive Awards Annual incentive awards are designed to motivate and reward the achievement of annual performance objectives based on the level of achievement of performance objectives set by the Board at the beginning of each year. Shares granted for annual incentive compensation are not subject to vesting. Mr. Randle is entitled to receive an annual incentive award of restricted stock having a value between 60% to 90% of his current base salary, with a target award of 75% of his base salary. In March 2025, he was issued 23,293 shares of restricted stock for his 2024 annual incentive compensation. In February 2024, Mr. Randle was issued 14,255 annual incentive shares, all of which were subsequently cancelled as described in the Information Statement. Mr. Kodama is entitled to receive an annual incentive award of our common stock having a value equal to up to 35% of his base salary. In March 2025, he was issued 6,951 shares of restricted stock for his 2024 annual incentive compensation. In February 2024, 3,824 shares of our common stock were granted to Mr. Kodama for 2023 annual incentive compensation. Long-Term Incentive Awards Our long-term incentive program currently consists of time-based restrictive stock that vest over a three-year period. The Compensation Committee determined that time-based awards are appropriate for the Company due to the long-term nature of many of its projects. The Company’s real estate development business operates on long-term cycles where project outcomes may not be measurable within typical annual performance periods, and time-based vesting promotes retention of key executives through multi-year development projects. Mr. Randle is entitled to receive a long-term incentive award having a value at the time of grant equal to up of 75% of his base salary each year, which is subject to quarterly vesting for a period of three years. In March 2025, Mr. Randle was issued 23,293 shares of restricted stock that vest quarterly over three years. In August 2024, Mr. Randle was issued 14,256 long term incentive shares all of which were subsequently cancelled as described in the Information Statement. Mr. Kodama is also entitled to receive a long-term incentive award having a value at the time of grant equal to up to 35% of his base salary each year, which is subject to quarterly vesting for a period of three years. In March 2025, Mr. Kodama was issued 6,960 shares of restricted stock that vest quarterly over three years, and in February 2024, he was issued 3,828 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, 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 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 Named Executive Officers. 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 April 1, 2023 and will continue until otherwise terminated. He is entitled to a current base salary of $551,250 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 between 60% to 90% of his current base salary, with a target award of 75% of his current base salary. 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 employment, but excluding any clawback or recoupment pursuant to the Company’s clawback policy. 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 October 1, 2021 and will continue until otherwise terminated. He is entitled to a current annual base salary of $246,750, which may be adjusted by the Board. Per Mr. Kodama’s Employment Agreement, he is eligible to receive annual award of restricted stock with a dollar value of the award targeted at 35% of Mr. Kodama’s current base salary which vests immediately on the grant date. Mr. Kodama is also eligible to receive an annual long term incentive award of restricted stock that has a three-year vesting period with a dollar value of the award targeted at 35% of Mr. Kodama’s current base salary. The award fully and irrevocably vests on the grant date and is not subject to repurchase or recoupment by the Company for any reason, including without limitation, termination of employment, but excluding any clawback or recoupment pursuant to the Company’s clawback policy. Mr. Kodama is also entitled to certain employment benefits, including but not limited to medical, dental, and vision coverage, flexible spending account, group life insurance, accidental death and dismemberment coverage, travel accident insurance, temporary and long-term disability insurance, and 401(k) plan. In addition, his employment agreement contains provisions providing for severance payments pursuant to the Severance Plan. The Kodama Employment Agreement includes restrictive covenants, including a confidentiality provision. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Kodama Employment Agreement.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | | Stock Awards | | Option Awards | | | | | Name | Award Date | Number of shares or units of stock that have not vested | Market value ($) 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 | | Race Randle | 3/3/25 | 15,536(2) | 263,180 | - | - | - | - | | | 1/1/24(5) | - | - | 133,333 | 266,666 | $15.75 | 12/31/2033 | | Wade Kodama | 3/3/25 | 1,276(3) | 21,615 | - | - | - | - | | | 2/21/24 | 4,460(4) | 75,552 | | | | |
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, 2025, which was $16.94 as reported by NYSE. | | (2) This amount represent shares subject to a restricted stock award that was granted on March 3, 2025, and remained unvested as of December 31, 2025. 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. | | (3) This amount represents shares subject to a restricted stock award that was granted on March 3, 2025, and remained unvested as of December 31, 2025. 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. | | (4) This amount represents shares subject to a restricted stock award that was granted on February 21, 2024, and remained unvested as of December 31, 2025. 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. | | (5) 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
Clawback Policy The Board has adopted a clawback policy, effective November 2, 2022 (the “Clawback Policy”), that applies to our current and former officers who are subject to Section 16 of the Exchange Act. The Clawback Policy authorizes the Company to recover incentive‑based compensation that is earned, vested, or paid based on financial reporting measures, including cash incentives and equity awards, if the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. In such cases, the Company may recoup the excess compensation received during the three completed fiscal years preceding the date the restatement is required, with “receipt” measured in the year the applicable performance measure is attained. The policy also permits recovery of incentive compensation if an executive engages in detrimental conduct that is likely to cause or has caused material financial, operational, or reputational harm to the Company. Recovery may include cancellation, forfeiture, or repayment, and the Company will not indemnify executives for recouped amounts. The Clawback Policy is intended to be interpreted and applied to the fullest extent of applicable SEC and NYSE rules. Executive Stock Ownership Guidelines To further align the interests of our executives and directors with those of our stockholders, the Board has adopted stock ownership guidelines effective March 3, 2026. Under these guidelines, the following participants shall maintain beneficial ownership of a number of shares of common stock with a value equal to (i) 5x annual base salary for our chief executive officer, and (ii) 1x annual base salary for our other executive officers. The individuals subject to these guidelines will have until the later of the fifth anniversary of the effective date of the guidelines or, if applicable, five years after the date the covered individual is appointed or elected, as applicable, to his or her position to comply with the minimum stock ownership requirement. Each of our executives is currently in compliance with the requirements established in these guidelines. 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, 2025, 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, 2025:
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 | $551,250 | $452,813 | $- | $1,004,063 | | Termination without cause or resignation for good reason | $1,020,500 | $905,626 | $40,608 | $2,048,734 | | Wade K. Kodama | | | | | | Termination upon death or disability | $185,063 | $156,469 | $- | $341,531 | | Termination without cause or resignation for good reason | $370,125 | $312,938 | $45,810 | $728,873 |
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 Named Executive Officers 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, 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 Named Executive Officers, or NEO for each of our fiscal years ended December 31, 2025, 2024, and 2023:
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 $100 Investment Based On Total Shareholder Return(3) | Net Income (Loss) ($)(4) | | 2025 | $1,378,306 | $1,003,360 | N/A | N/A | $494,688 | $403,742 | $179.83 | $(10,579,000) | | 2024 | $2,933,180 | $2,933,180 | N/A | N/A | $383,188 | $383,003 | $233.33 | $(7,391,000) | | 2023 | $601,385 | $601,385 | $1,775,330 | $1,775,330 | $394,462 | $365,440 | $168.68 | $(3,080,000) |
Pay Versus Performance Table
| (1) The table below includes the name of each individual serving as our PEO and Named Executive Officers during the last three fiscal years: |
Pay Versus Performance Table
| Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Race. A. Randle | Wade K. Kodama | | 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 |
Pay Versus Performance Table
| (2) The dollar amounts reflected in this column represent the “compensation actually paid” to the PEO and the Non-PEO Named Executive Officers, 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 Named Executive Officers, 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 During the Fiscal Year | Compensation Actually Paid | | 2025 | Current PEO (Randle) | $1,378,306 | $(826,876) | - | $(1,100) | $453,030 | - | - | $1,003,360 | | | Non-PEO NEOs | $494,688 | $(246,750) | - | 3,404 | $135,302 | $9,187 | $7,911 | $403,742 | | 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 |
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, 2022. |
Pay Versus Performance Table
| (4) In the fiscal year ended December 31, 2025, the Company terminated its defined benefit pension plan. In connection with the termination, the Company recognized a one-time settlement expense in the amount of $6,557,000, a non-cash GAAP expense, which is reflected in the 2025 net income. |
Pay Versus Performance Table
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return Relationship Between Compensation Actually Paid and Net Income
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee retained Ferguson Partners Consulting for 2025 to benchmark compensation levels and incentive structures for the directors against a peer group of reasonably comparable public real estate companies approved by the Compensation Committee by using each peer’s most recent proxy disclosures and relevant market trends. The following table provides information regarding non-employee director compensation for fiscal year 2025:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) | Stock Awards ($)(2) | Total ($) | | Glyn Aeppel | $45,000 | $123,595 | $168,595 | | Steve Case | $45,000 | $83,809 | $128,809 | | A. Catherine Ngo | $45,000 | $121,312 | $166,312 | | Ken Ota | $45,000 | $123,595 | $168,595 | | John Sabin | $45,000 | $125,877 | $170,877 | | R. Scot Sellers | $62,500 | $226,286 | $288,786 | | Anthony P. Takitani | $45,000 | $132,724 | $177,724 |
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 cash retainer for the directors, except Mr. Sellers was to $11,250 per quarter. As Chairperson, Mr. Sellers received a quarterly cash retainer of $15,625. |
DIRECTOR COMPENSATION
| (2) Aggregate grant date fair value (computed in accordance with FASB ASC topic 718) of stock awards granted in 2025, which vest quarterly. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements in our 2025 Annual Report. As of December 31, 2025, the number of awards granted and number of awards that remain unvested were as follows: |
DIRECTOR COMPENSATION
| Director | Stock Awards Granted | Unvested Stock Awards | | Ms. Aeppel | 4,408 | - | | Mr. Case | 2,197 | - | | Ms. Ngo | 4,280 | - | | Mr. Ota | 4,408 | - | | Mr. Sabin | 4,536 | - | | Mr. Sellers | 9,244 | 2,306 | | Mr. Takitani | 4,920 | - |
DIRECTOR COMPENSATION
In 2025, all non-employee directors received cash retainer fees per the table presented above. Non-employee directors were also granted restricted common stock, which vest quarterly. Mr. Case’s grants were prorated for 2025 and were granted for the period from June 1, 2025 to December 31, 2025. Mr. Sellers stock grants are for the period April 1, 2025 to March 31, 2026, all other directors’ grants are for the fiscal year in which they are granted. 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 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 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, 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 2025 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 2025, 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. Previously, the Audit Committee made exceptions, on a case-by-case basis to make certain pledges of securities as collateral for loans. Any exceptions made by the Committees are subsequently ratified by the full Board of Directors. For many years, Mr. Case has pledged significant portions of the Company stock he owns to various banks to secure credit facilities. The Board committees have indicated to Mr. Case that he should reduce the amount of shares pledged and he has indicated that will be one of his objectives as such loans come up for renewal. Currently Mr. Case has pledged an aggregate of 8,993,750 shares as collateral security for certain obligations to Bank of Hawaii and First Hawaiian Bank. Mr. Case has pledged these shares to secure credit facilities used primarily for personal investment and estate planning purposes. The Audit Committee has reviewed and approved these pledging arrangements pursuant to the Company’s Insider Trading Policy, which permits pledging on a case-by-case basis subject to the Compensation Committee’s approval. In approving Mr. Case’s pledging arrangements, the Audit Committee considered the following factors (i) nature and purpose of the pledging, (ii) the terms of the credit facilities, including loan-to-value ratios, and (iii) Mr. Case’s overall financial resources. The Company recognizes there is a substantial pledged position, and Mr. Case has represented to the Compensation Committee that he has sufficient financial resources and liquidity to satisfy the loans without resorting to the pledged securities. The Compensation Committee intends to work with Mr. Case to evaluate opportunities to reduce the pledged position over time and limit future pledging activity. Director Stock Ownership Guidelines To further align the interests of our executives and directors with those of our shareholders, the Board has adopted stock ownership guidelines effective March 3, 2026. Under these guidelines, our directors shall maintain beneficial ownership of a number of shares of common stock with a value equal to 5x annual cash retainer (not including committee membership or chairmanship retainers) and the CEO will retain 5x annual base salary. The guideline for the stock ownership is required to be met by the directors and CEO by December 31, 2031. The individuals subject to these guidelines will have until the later of the fifth anniversary of the effective date of the guidelines or, if applicable, five years after the date the covered individual is appointed or elected, as applicable, to his or her position to comply with the minimum stock ownership requirement. Each of our directors is currently in compliance with the requirements established in these guidelines.