DEF 14A of Matson, Inc., Mar 11, 2024

DEF 14A of Matson, Inc.

Filed Mar 11, 2024 · FY20230001558370-24-002901

Open on EDGAR

  1. Director Nominees

    Director Nominees We are asking you to vote “FOR” all of the director nominees listed below. Set forth below is summary information about each director nominee.

  2. Director Nominees

    | Nominee and Principal Occupation | Age | Director Since | Independent | Leadership/Committees | | Matthew J. Cox, Chairman and Chief Executive Officer of Matson, Inc. | 62 | 2012 | − | ● Chairman of the Board |

  3. Director Nominees

    | Nominee and Principal Occupation | Age | Director Since | Independent | Leadership/Committees | | Stanley M. Kuriyama, former Chairman and Chief Executive Officer of Alexander & Baldwin, Inc. | 70 | 2016 | ✓ | ● Lead Independent Director ● Compensation ● Nominating (Chair) | | Meredith J. Ching, Executive Vice President, External Affairs of Alexander & Baldwin, Inc. | 67 | 2020 | ✓ | ● Compensation | | Mark H. Fukunaga, Executive Chairman and former Chief Executive Officer of Servco Pacific Inc. | 68 | 2018 | ✓ | ● Compensation (Chair) ● Nominating | | Constance H. Lau, former President and Chief Executive Officer of Hawaiian Electric Industries, Inc. | 71 | 2004 | ✓ | ● Audit (Chair) ● Nominating | | Bradley D. Tilden, former Chairman and Chief Executive Officer of Alaska Air Group, Inc. | 63 | – | ✓ | ● – | | Jenai S. Wall, Chairman and Chief Executive Officer of Foodland Super Market, Limited | 65 | 2019 | ✓ | ● Audit ● Nominating |

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS The number of directors is currently fixed at seven. Thomas B. Fargo, having reached the mandatory retirement age under the Company’s Bylaws, is not standing for reelection at the 2024 Annual Meeting. Our Board extends its gratitude to Admiral Fargo for his dedication and service to the Company. Each Director nominee (other than Mr. Tilden) was previously elected by shareholders at last year’s Annual Meeting. If elected, each Director nominee will serve until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified.

  5. Director Nominees and Qualification of Directors

    Director Nominees and Qualification of Directors The nominees of the Board of Directors are the seven persons named below. The Board of Directors believes that all nominees will be able and willing to serve. However, if any nominee should decline or become unable to serve for any reason, the proxy holder will vote your shares to approve the election of any replacement nominee proposed by the Board of Directors or just for the remaining nominees, leaving a vacancy. Alternatively, the Board of Directors may reduce the size of the Board. Our Board members have a diverse range of perspectives and are knowledgeable about our businesses and operating markets. Each director contributes to establishing a Board climate of trust and respect, where deliberations are open and constructive. All of the Director nominees are U.S. citizens which helps the Company remain in compliance with the requirements of the Merchant Marine Act of 1920, commonly referred to as the Jones Act. In selecting nominees, the Board has considered these factors and has reviewed the qualifications of each nominee, which include the factors reflected below: * This skills matrix represents the diverse skillsets of the seven director nominees being proposed for election. The fact that a particular skill or qualification is not designated does not mean the nominee does not possess that particular attribute.

  6. Director Nominees and Qualification of Directors

    | Gender of Director Nominees | Diversity of Director Nominees | | • 43% of directors self-identify as female (50% of independent directors) | • 71% of directors self-identify as racially/ ethnically diverse (83% of independent directors) | | | |

  7. Director Nominees and Qualification of Directors

    | Age of Director Nominees | Tenure of Director Nominees | | • Average age of directors: 67 years (67 years for independent directors) | • Average Board tenure: 8 years (7 years for independent directors) | | | |

  8. Director Nominees and Qualification of Directors

    The following table provides the name, age (as of March 11, 2024) and principal occupation of each person nominated by the Board of Directors, their business experience during at least the last five years, the year each was first elected or appointed a director (including to predecessor companies), other public company board directorships, and the skills, qualifications and attributes of each director that led to the conclusion he or she should serve as a director, in light of Matson’s current business and structure.

  9. Director Nominees and Qualification of Directors

    | | Matthew J. Cox Age: 62 Chairman and CEO Director Since: 2012 |

  10. Director Nominees and Qualification of Directors

    | ● | Chairman of the Board of Matson since April 2017 and Chief Executive Officer since June 2012; |

  11. Director Nominees and Qualification of Directors

    | ● | President of Matson from June 2012 to April 2017; |

  12. Director Nominees and Qualification of Directors

    | ● | Chairman and CEO of Matson’s subsidiary, Matson Navigation Company, Inc. (“MatNav”) since June 2012; |

  13. Director Nominees and Qualification of Directors

    | ● | President of MatNav from October 2008 to April 2017; and |

  14. Director Nominees and Qualification of Directors

    | ● | Director of First Hawaiian, Inc. (Nasdaq:FHB) (bank holding company) (“First Hawaiian”) from April 2016 to April 2022. |

  15. Director Nominees and Qualification of Directors

    | Director Qualifications | | As a member of Matson’s senior management team for over 22 years and with more than 36 years of transportation and logistics experience, Mr. Cox brings to the Board an in-depth knowledge of all aspects of the Company’s operations, and is knowledgeable about Matson’s operating markets through his Matson and other experience and his involvement in the Hawaii business community and local community organizations. |

  16. Director Nominees and Qualification of Directors

    | | Stanley M. Kuriyama Age: 70 Lead Independent Director and Chair of the Nominating and Corporate Governance Committee Director Since: 2016 |

  17. Director Nominees and Qualification of Directors

    | ● | Chairman of Alexander & Baldwin, Inc., Honolulu, Hawaii (NYSE:ALEX) (real estate investment trust) (“A&B”) from June 2012 to September 2020; and |

  18. Director Nominees and Qualification of Directors

    | ● | Chief Executive Officer of A&B from January 2010 to December 2015; Director of A&B from January 2010 through June 2012; and executive Chairman of A&B from January 2016 to December 2016. |

  19. Director Nominees and Qualification of Directors

    | Director Qualifications | | As the former Chairman and Chief Executive Officer of A&B, Mr. Kuriyama brings to the Board an in-depth knowledge of Hawaii and Matson’s operating markets. From September 2009 to June 2012, he also served as a Director and Chairman of the Board of the Company’s subsidiary, MatNav, prior to the Company’s separation from A&B, and is knowledgeable about all aspects of the Company’s operations. Mr. Kuriyama also has extensive involvement in the Hawaii business community and local community organizations. |

  20. Director Nominees and Qualification of Directors

    | | Meredith J. Ching Age: 67 Director Since: 2020 |

  21. Director Nominees and Qualification of Directors

    | ● | Executive Vice President, External Affairs of A&B since March 2018; |

  22. Director Nominees and Qualification of Directors

    | ● | Senior Vice President, Government & Community Relations of A&B from June 2007 to March 2018; and |

  23. Director Nominees and Qualification of Directors

    | ● | Director of Cincinnati Bell Inc. (NYSE:CBB) (telecommunications provider) (“Cincinnati Bell”) from July 2018 to September 2021 and Director of Hawaiian Telcom Holdco, Inc. from May 2015 to June 2018. |

  24. Director Nominees and Qualification of Directors

    | Director Qualifications | | As Executive Vice President of External Affairs at A&B and through her extensive involvement in the Hawaii business community and local community organizations, Ms. Ching brings to the Board deep understanding about Hawaii and Matson’s operating markets. She also has public company board experience via her prior service on the boards of Hawaiian Telcom and Cincinnati Bell Inc. |

  25. Director Nominees and Qualification of Directors

    | | Mark H. Fukunaga Age: 68 Chair of the Compensation Committee Director Since: 2018 |

  26. Director Nominees and Qualification of Directors

    | ● | Executive Chairman of Servco Pacific Inc., Honolulu, Hawaii (automotive distribution and retailing; musical instruments) (“Servco”) since October 2023; and |

  27. Director Nominees and Qualification of Directors

    | ● | Chief Executive Officer of Servco from March 1994 to September 2023. |

  28. Director Nominees and Qualification of Directors

    | Director Qualifications | | As the current Executive Chairman and former Chief Executive Officer of Servco, a company with operations in automotive distribution and retailing, musical instruments and e-learning, and investments in venture capital and private equity, Mr. Fukunaga brings to the Board extensive operating experience, logistics expertise and leadership skills. He is knowledgeable about Hawaii and Matson’s operating markets through his involvement in the Hawaii business community and local community organizations. In addition, Mr. Fukunaga has extensive business experience in Asia and the Pacific Rim. |

  29. Director Nominees and Qualification of Directors

    | | Constance H. Lau Age: 71 Chair of the Audit Committee Director Since: 2004 |

  30. Director Nominees and Qualification of Directors

    | ● | President, Chief Executive Officer and Director of Hawaiian Electric Industries, Inc., Honolulu, Hawaii (NYSE:HE) (electric utility/banking) (“HEI”) from May 2006 to December 2021; |

  31. Director Nominees and Qualification of Directors

    | ● | Chairman of the Board and Director of American Savings Bank, F.S.B. (“American Savings Bank”), a subsidiary of HEI, from May 2006 to December 2021; and |

  32. Director Nominees and Qualification of Directors

    | ● | Chairman of the Board and Director of Hawaiian Electric Company, Inc. from May 2006 to May 2019. |

  33. Director Nominees and Qualification of Directors

    | Director Qualifications | | As the former President, Chief Executive Officer and director of HEI, and as the former Chair of the Boards of HEI’s utility and banking subsidiaries, Ms. Lau brings to the Board experience with capital intensive infrastructure and regulated industries as well as in managing complex business organizations. She also serves as a member of the National Infrastructure Advisory Council, which advises the President of the United States on the security of critical infrastructure sectors, including transportation, and their information systems. In addition, Ms. Lau has extensive experience in the banking industry and has been designated by the Board of Directors as an Audit Committee Financial Expert. She also is knowledgeable about Hawaii and Matson’s operating markets through her involvement in the Hawaii business community and community organizations. |

  34. Director Nominees and Qualification of Directors

    | | Bradley D. Tilden Age: 63 2024 Nominee |

  35. Director Nominees and Qualification of Directors

    | ● | Executive Chairman of Alaska Air Group, Inc., Seattle, Washington (NYSE:ALK) (airline transportation) (“Alaska Air”) from March 2021 to May 2022; |

  36. Director Nominees and Qualification of Directors

    | ● | Chairman of Alaska Air from January 2014 to March 2021; |

  37. Director Nominees and Qualification of Directors

    | ● | Chief Executive Officer of Alaska Air from May 2012 to March 2021; |

  38. Director Nominees and Qualification of Directors

    | ● | Chairman of the Board, Nordstrom, Inc. (NYSE:JWN) (specialty fashion retailer) since May 2022 and a director since May 2016; and |

  39. Director Nominees and Qualification of Directors

    | ● | Director of Alaska Air from 2010 to May 2022. |

  40. Director Nominees and Qualification of Directors

    | ● | Mr. Tilden was recommended to the Nominating and Corporate Governance Committee for nomination as a director by Mr. Cox. |

  41. Director Nominees and Qualification of Directors

    | Director Qualifications | | As the former Chairman and CEO of Alaska Air, Mr. Tilden brings to the Board deep transportation, strategic planning, financial and leadership expertise. He is knowledgeable about Alaska, the U.S. Pacific Northwest and Matson’s operating markets through his involvement in the local business and community organizations. He also has public company board experience via his service on the board of Nordstrom and prior service on the board of Alaska Air. |

  42. Director Nominees and Qualification of Directors

    | | Jenai S. Wall Age: 65 Director Since: 2019 |

  43. Director Nominees and Qualification of Directors

    | ● | Chairman and Chief Executive Officer of Foodland Super Market, Limited (grocery retailer) (“Foodland”), Food Pantry, Ltd., The Kalama Beach Corporation and Pacific Warehouse, Inc., Honolulu, Hawaii since 1998; |

  44. Director Nominees and Qualification of Directors

    | ● | Director of First Hawaiian from August 2018 to April 2022; and |

  45. Director Nominees and Qualification of Directors

    | ● | Director of A&B from April 2015 to April 2019. |

  46. Director Nominees and Qualification of Directors

    | Director Qualifications | | As Chairman and Chief Executive Officer of Foodland, the largest locally-owned grocery retailer in Hawaii, and other entities in the Sullivan Family of Companies, Ms. Wall brings to the Board experience in managing complex business organizations and real-time logistics expertise. She is knowledgeable about Hawaii and Matson’s operating markets through her involvement in the Hawaii business community and local community organizations. She also has public company board experience via her prior service on the board of First Hawaiian. |

  47. Director Nominees and Qualification of Directors

    The Board of Directors recommends that shareholders vote “FOR” each of the seven nominees for director.

  48. Compensation of Directors

    Compensation of Directors The following table summarizes the compensation paid by Matson to non-employee directors for services rendered during 2023:

  49. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  50. 2023 DIRECTOR COMPENSATION

    | | Fees Earned | | All Other | | | | or Paid in Cash | Stock Awards | Compensation | Total | | Name | ($) | ($)(1)(2) | ($)(3) | ($) | | (a) | (b) | (c) | (g) | (h) | | Meredith J. Ching | 94,000 | 130,048 | 1,593 | 225,641 | | Thomas B. Fargo | 97,750 | 130,048 | 3,719 | 231,517 | | Mark H. Fukunaga | 110,000 | 130,048 | 1,593 | 241,641 | | Stanley M. Kuriyama | 140,000 | 130,048 | 6,770 | 276,818 | | Constance H. Lau | 118,750 | 130,048 | 1,593 | 250,391 | | Jenai S. Wall | 103,750 | 130,048 | 1,593 | 235,391 |

  51. 2023 DIRECTOR COMPENSATION

    | (1) Represents the grant date fair value of restricted stock units granted in 2023. Each director was granted approximately $130,000 in restricted stock units. At the end of 2023, Mmes. Ching, Kuriyama, Lau and Wall each had 2,032 restricted stock units; Admiral Fargo had 11,324 restricted stock units; and Mr. Fukunaga had 4,659 restricted stock units. |

  52. 2023 DIRECTOR COMPENSATION

    | (2) Options have not been granted to directors since 2007. No non-employee directors had any stock option awards outstanding at the end of 2023. |

  53. 2023 DIRECTOR COMPENSATION

    | (3) Represents dividend equivalent amounts payable upon vesting of restricted stock units. |

  54. 2023 DIRECTOR COMPENSATION

    Generally, non-employee directors receive cash retainers as follows, all of which are pro-rated and paid quarterly:

  55. 2023 DIRECTOR COMPENSATION

    | Annual cash retainer: | | $85,000 | | Additional annual cash retainer for Lead Independent Director: | | $30,000 | | Additional annual cash retainers for committee service: | Chair | Member | | Audit Committee | $24,000 | $9,000 | | Compensation Committee | $17,500 | $7,500 | | Nominating and Corporate Governance Committee | $16,000 | $6,000 |

  56. 2023 DIRECTOR COMPENSATION

    For any telephonic or in-person Board or committee meetings in excess of the minimum number of meetings described below, an additional per meeting fee was paid to each director who attended such meetings:

  57. 2023 DIRECTOR COMPENSATION

    | Excess meeting fees (per meeting): | | | More than seven Board meetings | $1,500 | | More than six Audit Committee meetings | $750 | | More than five Compensation Committee meetings | $750 | | More than four Nominating and Corporate Governance Committee meetings | $750 |

  58. 2023 DIRECTOR COMPENSATION

    Directors who are employees of Matson or its subsidiaries did not receive compensation for serving as directors. Non-employee directors may defer half or all of their annual cash retainer and meeting fees until retirement or until a later date they may select; Ms. Wall deferred all of her respective annual cash retainers and meeting fees in 2023. Under the terms of the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan (the “2016 Plan”), an automatic grant of approximately $130,000 in restricted stock units was awarded to each director who is elected or reelected as a non-employee director at each Annual Meeting of Shareholders. These awards have 100% cliff vesting on the earlier of the grant date anniversary or the next annual shareholders meeting following the date of the grant. Non-employee directors may defer all or a portion of their vested shares until cessation of board service or the fifth anniversary of the award date, whichever is earlier. The deferred shares earn dividend equivalents that are paid when the shares are issued. Admiral Fargo elected to make such a deferral in 2023. Directors have business travel accident coverage of $200,000 for themselves and $50,000 for their spouses while accompanying directors on Matson business. They participate in Matson’s global medical program. They may also participate in the Company’s matching gifts program for employees, in which the Company matches contributions to qualified cultural and educational organizations up to a maximum of $3,000 annually.

  59. CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS

    CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS

  60. Security Ownership of Directors and Executive Officers

    | (c) Includes vested restricted stock units that have been deferred in accordance with our director compensation program, which is described above, as follows: Mr. Fargo – 9,292 restricted stock units and Mr. Fukunaga – 2,627 restricted stock units. |

  61. Executive Summary

    | ● | Annual Cash Incentive: Maximum achievement with respect to the Company’s consolidated EBITDA goal and above target performance of individual goals resulted in payouts for NEOs ranging from approximately 185% to 192% of their respective targets. See “Components of Executive Compensation – Annual Cash Incentives”. |

  62. Executive Summary

    | ● | 2021-2023 Performance Shares: Strong performance for both ROIC and relative TSR resulted in payouts for NEOs of 250% of their respective targets. See “Components of Executive Compensation – Equity-Based Compensation”. |

  63. Matson’s Compensation Philosophy

    | Promote Good Pay Practices | Discourage Bad Pay Practices | | ✓ Change in control agreements that include double triggers requiring both a change in control event and termination of employment before any severance payments can be made ✓ Pay packages for the CEO and NEOs that are in line with the Company’s peer group ✓ Different financial, operating and stock price performance metrics to determine incentive payments in annual and long-term incentive awards ✓ Vesting of 50% of annual equity award is tied to achievement of specified performance goals, including relative TSR | ✗ No employment contracts with any executive officer ✗ No guaranteed bonus payments to executive officers ✗ No bonus payouts that are not tied to performance ✗ No single trigger vesting of equity in change of control ✗ No pension payouts that are not proportional to pension payouts to employees generally ✗ No excessive perquisites ✗ No excessive severance or change in control provisions |

  64. Matson’s Compensation Philosophy

    | Promote Good Pay Practices | Discourage Bad Pay Practices | | ✓ Strong executive and director stock ownership guidelines ✓ Minimum vesting periods of three years on all equity awards to senior executives ✓ No-fault clawback policy that applies to all senior management ✓ Policy prohibiting hedging and other speculative transactions involving Company stock by employees, officers and directors ✓ Policy prohibiting pledging of Company stock by officers and directors | ✗ No tax reimbursements or gross-ups ✗ No dividends or dividend equivalents paid on unvested Performance Shares ✗ No unreasonable internal pay disparity ✗ No re-pricing or replacing of underwater stock options, without prior shareholder approval ✗ No above-market interest on deferred compensation plans |

  65. Matson’s Continued Focus on Pay-for-Performance

    | ● | Performance Metrics are Aligned with Shareholder Value. Matson’s performance-based awards are determined using the following performance metrics: EBITDA for the Company’s annual incentive plan and ROIC and TSR relative to peer indices for the Company’s Performance Shares. These performance metrics align with Matson’s strategic objectives for profitable growth, efficient use of capital and increasing the value of Matson’s common stock for shareholders. The financial performance metrics used for annual cash and long-term incentive compensation are also different in order to avoid focusing the NEOs’ attention on a single performance goal at the expense of achieving other important goals for maximizing the long-term value of the Company for shareholders. |

  66. Matson’s Continued Focus on Pay-for-Performance

    | ● | Multi-Year Performance Periods to Emphasize Long-Term Growth. Matson grants Performance Shares focused on multi-year performance over a three-year measurement period with vesting determined at the end of the period based on average annual ROIC and three-year cumulative TSR relative to the companies comprising the S&P Transportation Select Industry Index and S&P MidCap 400 Index. The three-year performance period is intended to encourage Matson’s NEOs to focus on growth of the Company and shareholder value over a multi-year period of time. Performance Shares granted in 2023 will not be settled until 2026 following the end of the three-year performance period (FY 2023-2025). |

  67. Matson’s Continued Focus on Pay-for-Performance

    | ● | No Stock Option Grants. With its continued emphasis on granting awards that contain specific performance goals, such as the Performance Shares, Matson again did not grant stock options to its NEOs in 2023. |

  68. Compensation Decision Process

    Compensation Decision Process Role of the Compensation Committee. The Compensation Committee of Matson’s Board makes all decisions about the compensation of the NEOs. The process that it follows for Mr. Cox is different from the process for all other NEOs. Determining CEO Compensation. For decisions affecting the CEO’s compensation, the Board has a formal performance review process that starts at the beginning of the year with an analysis and establishment of the CEO’s future performance goals. The Lead Independent Director works with the CEO in developing the CEO’s objectives. The Lead Independent Director and the Compensation Committee review a variety of factors, including the CEO’s prior performance objectives, the CEO’s achievement of those objectives, the performance of the Company, the Company’s current Operating Plan, as well as the Compensation Committee’s independent consultant’s market analysis and recommendations of CEO pay, including target annual incentive levels and equity grants. Following the analysis and review process, the Compensation Committee receives input from the Board of Directors, after which the Board finalizes the CEO’s annual performance objectives. The objectives for any given year include, but are not limited to, achieving the annual Operating Plan results, any growth initiatives, other strategic initiatives, and the CEO’s core responsibilities. The objectives are documented as part of setting the CEO’s annual compensation package. After completion of the fiscal year, the Lead Independent Director and the Compensation Committee conduct an assessment of the CEO’s performance against the objectives set at the beginning of the year and determine the payout of the CEO’s annual cash incentive. The Compensation Committee also reviews competitive market data and determines the merit adjustment to the CEO’s base salary and size of equity incentive award to be granted. The Compensation Committee subsequently presents the results of this process to the full Board of Directors for approval. The Board of Directors discusses the results of the assessment, including the areas of greatest strength and areas where improvements can be made. Determining Compensation of other NEOs. For decisions affecting the compensation of the other NEOs, the Compensation Committee follows a similar process, but takes into consideration recommendations made by Mr. Cox. In evaluating pay actions and the mix of pay elements for all NEOs (including Mr. Cox), the Compensation Committee reviews:

  69. Compensation Decision Process

    | ● | Competitive market peer group and broader industry survey data; |

  70. Compensation Decision Process

    | ● | Consistency with competitive market practices; |

  71. Compensation Decision Process

    | ● | Year-to-year pay movement for each NEO to ensure it reflects any variations in annual performance and market conditions; |

  72. Compensation Decision Process

    Role of the CEO. Mr. Cox recommends annual compensation actions for other NEOs to the Compensation Committee. In consultation with each NEO, Mr. Cox develops individual performance plans that serve as the basis for the determination of annual incentive awards. After the completion of the fiscal year, Mr. Cox reviews executive officer performance relative to individual goals and Company performance and makes recommendations to the Compensation Committee about each officer’s incentive award. In addition to performance results, Mr. Cox considers any changes in job scope, internal pay relationships to other executives, merit increase guidelines and market pay studies to recommend changes in base salary, annual cash incentive awards and equity awards for Compensation Committee approval. Role of Independent Consultant. The Compensation Committee believes that using an independent compensation consultant is important in developing executive compensation programs that are reasonable, consistent with Matson’s pay philosophy and market competitive. Since 2012, the Compensation Committee has retained Exequity LLP (“Exequity”), an independent executive compensation consulting firm, to provide executive compensation services. Exequity reports directly to the Compensation Committee and the Compensation Committee Chair pre-approves all executive compensation engagements, including the nature, scope and fees of assignments. Exequity advised the Compensation Committee on all aspects of executive compensation including the following during 2023:

  73. Compensation Decision Process

    | ● | Recommended peer group assessment criteria and identified and recommended potential peer companies; |

  74. Compensation Decision Process

    | ● | Evaluated the size and structure of the components of Matson’s executive compensation program relative to the Company’s peer group and broader market practices; |

  75. Compensation Decision Process

    | ● | Reviewed and commented on recommendations regarding executive pay, including target annual incentive levels, equity grants, and performance share unit design; |

  76. Compensation Decision Process

    | ● | Reviewed and assisted in the preparation of the executive compensation disclosure in the annual proxy statement, including the new pay versus performance disclosures. |

  77. Compensation Decision Process

    | ● | Identifying appropriate performance measures and establishing individual performance goals that are consistent with the Board-approved Operating Plan; |

  78. Compensation Decision Process

    Role of Market Data. As there are few companies directly comparable to Matson in business mix, size and location of operation, based on the recommendation of its compensation consultant, the Compensation Committee used a combination of peer group proxy statement data and published general industry survey data as a benchmark reference in the 2023 compensation decision-making process. This competitive market data serves as only one of many factors the Compensation Committee considers in assessing and determining appropriate pay levels as it exercises its business judgment. Other factors the Committee considers include Matson’s pay philosophy, incumbent job scope of responsibility, tenure, organization impact, internal equity, Company and individual performance, and historical pay actions. The Compensation Committee’s consultant conducted an independent review of the peer group and established the following selection criteria to develop a recommended peer group for the Compensation Committee’s approval:

  79. Compensation Decision Process

    Based on these factors, the consultant recommended and the Compensation Committee approved a peer group of the following fourteen public transportation-related companies (“peer group”) for pay comparisons starting in 2022 for 2023 pay assessments:

  80. Compensation Decision Process

    Echo Global Logistics, Inc. and Kansas City Southern were acquired in November 2021 and December 2021, respectively, and were removed from the peer group and replaced by Ryder System, Inc. Matson approximates the median of this peer group in revenue and for market capitalization. Given the limited number of relevant publicly traded transportation companies similar enough to Matson’s profile to serve as meaningful comparisons, the Compensation Committee believes the peer group recommended by its compensation consultant provides a reasonable basis for analyzing compensation for Matson’s NEOs. The Compensation Committee will continue to collect general industry data for similar revenue size companies as additional reference for competitive market analysis, particularly for NEOs other than Mr. Cox, given the limited number of similarly sized companies in the peer group and competition for talent with other industry segments.

  81. Weighting of 2023 CIP Goals for NEOs

    Determination of Annual Cash Incentive Award. Each component – corporate and individual – is evaluated against the respective performance goals. There are three levels of award opportunities for each component: threshold, target and maximum. In 2023, the target award opportunity levels for NEOs ranged from 70% to 100% of annual base salary, which is consistent with competitive market targets. If a threshold goal is not achieved, there is no payout for that component. If threshold goals are achieved, a participant receives 50% of the target award opportunity set for that component. If target or maximum goals are achieved, a participant receives 100% or 200%, respectively, of the target award opportunity for that component. Awards are prorated for performance between the threshold, target and maximum levels, as applicable. No additional award is provided for performance above the extraordinary individual goal level. The maximum achievable award in the aggregate is 200% of the NEO’s target award opportunity. Mr. Cox reviews the annual individual incentive award calculations for each individual other than himself and makes recommendations to the Compensation Committee regarding payouts. For Mr. Cox’s individual incentive award calculation, the Lead Independent Director reviews Mr. Cox’s individual performance achievement and provides the results to the Compensation Committee. The Compensation Committee reviews and approves all awards and has discretion to modify recommended awards to take into consideration factors it believes appropriately reflect the performance of the Company and the individual. Such factors vary, but may include, for individuals, adjustments for executives taking on temporary but significant responsibilities in addition to their normal job roles, or for the Company or a business unit, adjustments for extraordinary or unusual events. Company Performance. The corporate component measure in 2023 was based on the 2023 Operating Plan approved by the Board of Directors and was weighted 100% on consolidated EBITDA performance and, for Mr. Rolfe, an additional measure based on EBITDA performance of the Logistics business, subject to any adjustments made to more accurately reflect the Company’s 2023 performance. Any adjustments are at the sole discretion of the Compensation Committee. EBITDA was selected as the CIP corporate performance measure because the Company believes it best reflects the annual operating results of business execution and profitability levels. The Company believes that EBITDA is a critical annual operating performance measure and, in combination with the multi-year performance measures of ROIC and relative TSR applicable to Performance Shares (described below in “Performance Shares”), provides focus and alignment with shareholder interests. Annual incentive goals at threshold, target and maximum are approved by the Compensation Committee in February of each year. The 2023 annual corporate and business unit targets reflected the Company’s Board-approved Operating Plan. When establishing the Operating Plan, management and the Board of Directors consider the historical performance of the Company, external elements such as economic conditions and competitive factors and Company capabilities. In 2023, the Compensation Committee set threshold performance at 90% of target and maximum payout at 120% of target for EBITDA results. The threshold and maximum goals were determined on the basis of the level of difficulty in achieving the target objective as well as establishing a reasonable range of performance variability around the Operating Plan target. For determination of CIP award levels for 2023, the Company’s financial and operating performance was compared to the performance goals approved by the Compensation Committee in February 2023. Corporate goals and the actual result were as follows:

  82. 2023 CIP Payouts for NEOs

    2023 CIP Payouts for NEOs

  83. 2023 CIP Payouts for NEOs

    | | | | | Corporate | Corporate | Overall | Individual | | | 2023 | Actual | | Performance | Component | Individual | Component | | | Target | Award | % of | Relative to | Payout(1) (70% | Performance | Payout (30% | | NEO | Award | for 2023 | Target | Target | Weighting) | Rating | Weighting) | | Matthew J. Cox | $904,234 | $1,716,915 | 190% | 200% | $1,265,928 | Above Target | $450,987 | | Joel M. Wine | $410,548 | $787,226 | 192% | 200% | $574,767 | Above Target | $212,459 | | Peter T. Heilmann | $327,748 | $625,999 | 191% | 200% | $458,847 | Above Target | $167,152 | | John P. Lauer | $329,494 | $630,619 | 191% | 200% | $461,292 | Above Target | $169,327 | | Rusty K. Rolfe | $306,685 | $567,520 | 185% | 200%/185% | $406,511 | Above Target | $161,009 |

  84. 2023 CIP Payouts for NEOs

    | (1) 188% consolidated EBITDA performance resulted in a 200% corporate component payout. 117% Logistics EBITDA performance resulted in a 185.1% Logistics component payout for Mr. Rolfe. |

  85. 2023 CIP Payouts for NEOs

    Equity-Based Compensation: The equity portion of the total compensation program is designed to:

  86. 2023 CIP Payouts for NEOs

    | ● | Align management and shareholder interests; |

  87. 2023 CIP Payouts for NEOs

    | ● | Provide incentive to achieve strategic operating goals and increase shareholder value over the longer-term; and |

  88. 2023 CIP Payouts for NEOs

    | ● | Motivate and retain Matson’s executives. |

  89. 2023 CIP Payouts for NEOs

    Performance Shares. In 2023, Matson continued the use of Performance Share awards focused on multi-year performance over a three-year measurement period. Settlement of the Performance Shares granted in 2023 is determined after the end of the three-year performance period (i.e., December 31, 2025). The actual number of shares that vest is based on Matson’s three-year annual average ROIC performance against pre-established goals approved by the Compensation Committee in January 2023 and Matson’s TSR as measured against the S&P Transportation Select Industry Index and S&P MidCap 400 Index over the three-year period. No Performance Shares will vest sooner than three years from the date of grant except under certain circumstances in connection with the occurrence of a change in control of the ownership of Matson. For 2023, the actual number of Performance Shares earned will be determined at the end of the performance period as of December 31, 2025 based on the Company’s three-year annual adjusted average ROIC and three-year TSR measured relative to the companies comprising the S&P Transportation Select Industry Index and S&P MidCap 400 Index. Adjusted ROIC is defined as (1) net income plus (2) after-tax interest expense minus (3) after-tax interest income on the Company’s capital construction fund balance divided by (4) average debt plus average total shareholders’ equity minus average capital construction fund balance minus construction-in-progress balances related to new vessels, subject to any adjustments made to accurately reflect the Company’s performance. For actual performance between threshold, target and maximum, awards are determined based on straight line interpolation. No dividend equivalents are paid on outstanding Performance Shares. The performance levels and weighting of the ROIC and relative TSR metrics are set forth below:

  90. 2023 CIP Payouts for NEOs

    | | Adjusted ROIC Performance (75%) | | Relative TSR Performance (25%) | | | | Performance as a % of | Payout as a % of | Relative TSR | Total Payout as a | | Performance Level | Target | Target | Performance | % of Target | | Maximum | 130% | 250% | 75th Percentile | 250% | | Target | 100% | 100% | 50th Percentile | 100% | | Threshold | 80% | 25% | 25th Percentile | 25% |

  91. 2023 CIP Payouts for NEOs

    On December 31, 2023, the performance period for the 2021-2023 Performance Shares ended. For determination of the Performance Share award levels, the Company’s ROIC and relative TSR performance were compared to the performance goals approved by the Compensation Committee in January 2021. The total number of Performance Shares earned ranged from zero to 250% of the target based on the Company’s performance measure results. ROIC is defined as (1) net income plus (2) after-tax interest expense divided by (3) average debt plus average total shareholders’ equity, subject to any adjustments made to accurately reflect the Company’s performance. Any adjustments to ROIC are at the sole discretion of the Compensation Committee. Corporate goals and the actual results were as follows:

  92. Company Performance Results Related to the 2021-2023 Performance Share Awards

    Company Performance Results Related to the 2021-2023 Performance Share Awards

  93. Company Performance Results Related to the 2021-2023 Performance Share Awards

    | Corporate Goals | Threshold | Target | Maximum | Actual | | 3-Year Average ROIC | 6.5% | 8.1% | 9.7% | 33.5% | | 3-Year Relative TSR – MidCap 400 | 25th | 50th | 75th | 85th | | 3-Year Relative TSR – Transportation | 25th | 50th | 75th | 84th |

  94. Company Performance Results Related to the 2021-2023 Performance Share Awards

    Settlement of 2021-2023 Performance Share Grant. Actual Performance Share awards earned versus target were 250% for both the ROIC and TSR performance measures, as follows:

  95. 2021-2023 Performance Share Award Settlement for NEOs

    2021-2023 Performance Share Award Settlement for NEOs

  96. 2021-2023 Performance Share Award Settlement for NEOs

    | | | 2021-2023 | Performance | | 2021-2023 | | | Performance | Target | Relative to | | Actual | | NEO | Measure | Award (#) | Target | Payout % | Award (#) | | Matthew J. Cox | ROIC | 16,850 | 413.6% | 250% | 42,125 | | | TSR | 5,617 | 84th | 250% | 14,042 | | Joel M. Wine | ROIC | 4,649 | 413.6% | 250% | 11,622 | | | TSR | 1,549 | 84th | 250% | 3,872 | | Peter T. Heilmann | ROIC | 4,067 | 413.6% | 250% | 10,167 | | | TSR | 1,356 | 84th | 250% | 3,390 | | John P. Lauer | ROIC | 4,067 | 413.6% | 250% | 10,167 | | | TSR | 1,356 | 84th | 250% | 3,390 | | | ROIC(1) | 1,163 | 413.6% | 250% | 2,907 | | | TSR(1) | 387 | 84th | 250% | 967 | | Rusty K. Rolfe | ROIC | 3,487 | 413.6% | 250% | 8,717 | | | TSR | 1,162 | 84th | 250% | 2,905 |

  97. 2021-2023 Performance Share Award Settlement for NEOs

    | (1) In 2021, Mr. Lauer received an additional grant of Performance Shares in recognition of his contribution to the success of the Company’s CLX+ service. |

  98. 2021-2023 Performance Share Award Settlement for NEOs

    Each NEO was awarded a 2021-2023 Performance Share grant in January 2021. Pursuant to the vesting provisions of these grants, vesting occurred on January 27, 2024, and approval of the performance results associated with the awards took place on January 24, 2024. Restricted Stock Units. In 2023, the Company granted time-based RSUs to the NEOs. Time-based RSU grants align participant interests directly with shareholders and are intended to increase executive beneficial share ownership, focus the efforts of executives on improving long-term stock price performance, and strengthen retention of participants through a three-year vesting period. Equity-based grants are generally considered and granted annually in January by the Compensation Committee. Mr. Cox makes recommendations for each NEO (other than himself) to the Compensation Committee which retains full discretion to set the grant amount. In determining the type and size of a grant to an executive officer, the Compensation Committee generally considers, among other things:

  99. 2021-2023 Performance Share Award Settlement for NEOs

    | ● | Company and individual performance; |

  100. 2021-2023 Performance Share Award Settlement for NEOs

    | ● | The executive officer’s current and expected future contributions to the Company; |

  101. 2021-2023 Performance Share Award Settlement for NEOs

    | ● | Effect of a potential award on total compensation and pay philosophy; |

  102. 2021-2023 Performance Share Award Settlement for NEOs

    | ● | Internal pay equity relationships; |

  103. 2021-2023 Performance Share Award Settlement for NEOs

    | ● | Competitive market data; |

  104. 2021-2023 Performance Share Award Settlement for NEOs

    | ● | Potential dilutive impact on shareholders and available share pool; and |

  105. 2021-2023 Performance Share Award Settlement for NEOs

    | ● | Size and potential value of recent equity grants outstanding. |

  106. 2021-2023 Performance Share Award Settlement for NEOs

    Equity grants were made to executives at the Compensation Committee’s January 2023 meeting and NEO grants were allocated 50/50 between Performance Shares and time-based RSUs. Performance Shares are further allocated 75/25 between the ROIC metric (“ROIC Performance Shares”) and the TSR metric (“TSR Performance Shares”).

  107. 2023 Equity Awards for NEOs

    2023 Equity Awards for NEOs

  108. 2023 Equity Awards for NEOs

    | | Annual Equity Award | | | | NEO | Performance Shares | Time-Based RSUs | Total Equity Value | | Matthew J. Cox | $1,500,000 | $1,500,000 | $3,000,000 | | Joel M. Wine | $450,000 | $450,000 | $900,000 | | Peter T. Heilmann | $350,000 | $350,000 | $700,000 | | John P. Lauer | $350,000 | $350,000 | $700,000 | | Rusty K. Rolfe | $350,000 | $350,000 | $700,000 |

  109. 2023 Equity Awards for NEOs

    Combination of Total Direct Pay Elements: The Company’s combination of pay elements for its NEOs is designed to place the emphasis on incentive compensation, while at the same time focusing on long-term talent retention and maintaining a balanced program to ensure an appropriate relationship between pay and risk. The Compensation Committee believes this is consistent with one of its key compensation objectives, which is to align management and shareholder interests.

  110. Percentage of Target Total Direct Compensation Provided by Each Pay Element for 2023

    | | 2023 Pay Elements | | | | NEO | Salary | Annual Incentives | Long-Term Incentives | | Matthew J. Cox | 19% | 19% | 62% | | Joel M. Wine | 31% | 22% | 47% | | Peter T. Heilmann | 31% | 22% | 47% | | John P. Lauer | 31% | 22% | 47% | | Rusty K. Rolfe | 30% | 21% | 49% |

  111. Percentage of Target Total Direct Compensation Provided by Each Pay Element for 2023

    Retirement Benefits: Matson provides various benefit plans to meet the retirement needs of all employees, including NEOs. Retirement plans are an important part of the Company’s total compensation program designed to provide executives with the ability to plan for their future while keeping them focused on Matson’s present success. The Pension Benefits for 2023 table of this Proxy Statement provides a more detailed description and estimated values for each NEO related to the Retirement Plan for Employees of Matson and Matson Excess Benefits Plan. The basic objective of these plans is to provide long-term eligible employees with retirement benefits proportional to their cash-based compensation from Matson. The Matson, Inc. 401(k) and Profit Sharing Plan for Non-Bargaining Employees: The Company has a tax-qualified defined contribution retirement plan (the “401(k) Plan”) available to most non-bargaining unit employees which includes a cash-based profit sharing incentive component with an award of zero to three percent of eligible base salary. The profit sharing incentive component provides for discretionary contributions to participants’ retirement savings account of up to three percent of compensation based on the degree of achievement of consolidated EBITDA as established in the Company’s annual Board-approved Operating Plan. The resulting payout percentage for 2023 was three percent. The 401(k) component of the 401(k) Plan provides for a match of the compensation deferred by a participant during the fiscal year. The matching contribution for 2023 applicable to most participants, including all of the NEOs, was 100% of a participant’s deferrals up to three percent of eligible compensation. The value of the Company’s 2023 401(k) matching contributions for NEOs is included in the Summary Compensation Table of this Proxy Statement. Retiree Health and Welfare Plan: The Company provides NEOs with the same retiree medical and life insurance benefits as are provided in general to all salaried non-bargaining unit employees. These benefits are limited to only those employees (including NEOs) who joined the Company prior to January 1, 2008. These benefits aid in retaining long-term service employees by providing a fixed dollar contribution towards the monthly premium based on the employee’s age and years of service. Perquisites: The Company provides limited perquisites to the NEOs. These perquisites include Company-provided parking and reimbursement for spousal travel to certain Company events. Severance Plan and Change in Control Agreements: The Company maintains the Matson Executive Severance Plan (the “Severance Plan”) that covers each of the NEOs. The Company has entered into change in control agreements (“Change in Control Agreements”) with all NEOs to retain talent during transitions due to a change in control of the ownership of the Company or other covered event, and to provide a competitive pay package. Change in Control Agreements promote the continuation of management to ensure a smooth transition. The Compensation Committee designed the agreements to provide a competitively structured program, and yet be conservative overall in the amounts of potential benefits. The Compensation Committee’s decisions regarding other compensation elements are affected by the potential benefits under these arrangements, as the Compensation Committee considers how the terms of these arrangements and the other pay components interrelate. These agreements and the Severance Plan are described in further detail in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

  112. CEO Pay Ratio

    CEO Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Company to disclose the CEO to median employee pay ratio. The methodology management applied to determine the median employee and pay ratio is consistent with past practice and in accordance with the SEC’s guidance pursuant to Item 402(u) of Regulation S-K as detailed below. For 2023, Matson identified the median employee using total taxable wages for all U.S. and New Zealand employees employed on December 31, 2023. The W-2 box 1 amount was used for U.S. employees, and the Total Gross Income amount as reported on the Tax Year-End Earnings Certificate was used for New Zealand employees. This population of 2,781 employees includes all full-time, part-time and on-call regular employees and seagoing personnel. As the Company’s total combined employee population in China (122 employees) was less than five percent of total headcount, China employees were excluded from the process used to determine the median employee. For full-time and on-call employees hired in 2023, total taxable wages were annualized for the year. In determining the Summary Compensation Table amount of pay for both Mr. Cox and the median employee, management employed the same methodology used for NEOs as set forth in the 2023 Summary Compensation Table of this Proxy Statement. The Company’s contribution to employee health plans was also included. As illustrated below, using the Total Pay amounts, Matson’s 2023 CEO to median employee pay ratio is 48:1.

  113. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio

  114. CEO to Median Employee Pay Ratio

    | | Summary Compensation | | Company Contributions | | | | | Table Amount | + | to Health Plans | = | Total Pay | | CEO | $6,165,815 | | $33,872 | | $6,199,687 | | Median Employee | $102,414 | | $28,083 | | $130,497 |

  115. Policies and Practices

    All NEOs have met their respective share ownership requirements. Equity Granting Policy: Equity awards are typically granted to current employees at the January Compensation Committee meeting, which meeting is generally scheduled on the fourth Wednesday of the month. Equity grants for new or promoted executive officers are approved at regularly scheduled Compensation Committee meetings, which meetings are typically scheduled approximately 8-12 months in advance of the meeting date. The CEO may approve equity awards for off-cycle grants to all other employees up to an annual aggregate grant value of $600,000. The timing of these grants is made without regard to anticipated earnings or other major announcements by the Company. There are no outstanding stock options granted by the Company. The Company has not granted stock options in a number of years and has no current plans to grant stock options in the future. Policies Regarding Speculative Transactions, Hedging and Pledging: The Company has adopted a formal policy prohibiting directors, officers and employees from (i) entering into speculative transactions, such as trading in options, warrants, puts and calls or similar instruments involving Matson stock, or (ii) hedging or monetization transactions involving Matson stock. The Company has also adopted a formal policy prohibiting Matson’s directors and executive officers from holding Matson stock or securities in a margin account or otherwise pledging Matson stock or securities as collateral for a loan. Policy Regarding Recoupment of Certain Compensation: The Company has adopted a formal “clawback” policy for senior management, including all NEOs, consistent with the new Rule 10D-1 of the Securities Exchange Act of 1934. Pursuant to such policy, the Company will seek to recoup certain incentive compensation, including cash bonuses and equity awards based upon the achievement of financial performance metrics, from executives if all three of the following are true: (1) the Company restates prior period financial results, including restatements that do not affect previously issued financial statements, but require correction in the current period financial statements because failure to correct would be material in the current period; (2) incentive compensation actually paid to executives is greater than the amount that would be payable under the restated results; and (3) the excess compensation was received during any of the three fiscal years immediately preceding the date that the Company was required to restate.

  116. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation paid by Matson to the NEOs in 2023, 2022, and 2021:

  117. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  118. 2023 SUMMARY COMPENSATION TABLE

    | | | | | | | | Change in | | | | | | | | | | | Pension Value | | | | | | | | | | | and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Name and | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Matthew J. Cox | 2023 | 904,234 | — | 3,237,822(6) | — | 1,716,915 | 196,171 | 110,673 | 6,165,815 | | Chairman and Chief | 2022 | 894,336 | — | 3,341,181 | — | 1,679,615 | 0 | 112,738 | 6,027,870 | | Executive Officer | 2021 | 862,346 | — | 3,184,092 | — | 1,703,046 | 112,142 | 95,432 | 5,957,058 | | Joel M. Wine | 2023 | 586,497 | — | 971,343(6) | — | 787,226 | 113,512 | 53,735 | 2,512,313 | | Executive Vice President | 2022 | 580,077 | — | 1,002,494 | — | 790,305 | 0 | 41,526 | 2,414,402 | | and Chief Financial Officer | 2021 | 559,328 | — | 878,371 | — | 767,369 | 40,283 | 42,914 | 2,288,264 | | Peter T. Heilmann | 2023 | 468,212 | — | 755,480(6) | — | 625,999 | 87,135 | 36,335 | 1,973,161 | | Executive Vice President, | 2022 | 463,087 | — | 779,717 | — | 630,916 | 0 | 35,581 | 1,909,301 | | Chief Administrative Officer and General Counsel | 2021 | 446,522 | — | 768,574 | — | 616,104 | 36,788 | 37,281 | 1,905,269 | | John P. Lauer | 2023 | 470,706 | — | 755,480(6) | — | 630,619 | 77,361 | 37,947 | 1,972,113 | | Executive Vice President and | 2022 | 465,553 | — | 1,002,494 | — | 619,449 | 0 | 38,204 | 2,125,700 | | Chief Commercial Officer | 2021 | 448,901 | — | 988,218 | — | 595,624 | 35,899 | 38,995 | 2,107,637 | | Rusty K. Rolfe | 2023 | 438,121 | — | 755,480(6) | — | 567,520 | 69,308 | 35,107 | 1,865,536 | | Executive Vice President | 2022 | 433,325 | — | 779,717 | — | 609,597 | 0 | 33,025 | 1,855,664 | | President, Matson Logistics | | | | | | | | | |

  119. 2023 SUMMARY COMPENSATION TABLE

    | (1) Represents the grant date fair value of time-based RSUs and the grant date fair value of Performance Shares (assuming the target level of performance is attained) for the fiscal year identified in column (b). |

  120. 2023 SUMMARY COMPENSATION TABLE

    | (2) No stock option grants were made in 2023, 2022, or 2021. |

  121. 2023 SUMMARY COMPENSATION TABLE

    | (3) Represents the NEO’s actual award under the CIP for the fiscal year identified in column (b) payable in cash in February of the following year. |

  122. 2023 SUMMARY COMPENSATION TABLE

    | (4) All amounts are attributable to the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans. |

  123. 2023 SUMMARY COMPENSATION TABLE

    | (5) Represents the following: dividends paid on unvested time based RSUs ($52,769 for Mr. Cox, $15,604 for Mr. Wine, $12,388 for Mr. Heilmann, $13,926 for Mr. Lauer, and $12,063 for Mr. Rolfe); profit-sharing contributions ($27,127 for Mr. Cox, $17,595 for Mr. Wine, $14,046 for Mr. Heilmann, $14,121 for Mr. Lauer, and $13,144 for Mr. Rolfe); 401(k) match for each NEO; and for Mr. Cox and Mr. Wine, perquisites related to Company-paid parking and spousal travel. |

  124. 2023 SUMMARY COMPENSATION TABLE

    | (6) Includes the grant date fair value of ROIC Performance Shares at target of $1,125,053 for Mr. Cox, $262,523 for Messrs. Heilmann, Rolfe and Lauer, and $337,547 for Mr. Wine. The grant date fair value of these Performance Share awards at maximum are $2,812,631 for Mr. Cox, $656,307 for Messrs. Heilmann, Rolfe and Lauer, and $843,868 for Mr. Wine. |

  125. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information concerning the equity and non-equity grants under Matson’s incentive plans during 2023 for the NEOs:

  126. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  127. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | | | | | | All Other | Grant | | | | | | | | | | Stock | Date Fair | | | | | | | | | | Awards: | Value of | | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | Number of | Stock | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Shares of | And | | | | Plan Awards(1) | | | Plan Awards(2) | | | Stock or | Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3)(4) | ($)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Matthew J. Cox | — | 452,117 | 904,234 | 1,808,468 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 4,469 | 17,875 | 44,688 | — | 1,125,053(6) | | | 1/25/2023 | — | — | — | 1,490 | 5,958 | 14,895 | — | 612,721(7) | | | 1/25/2023 | — | — | — | — | — | — | 23,833 | 1,500,049 | | Joel M. Wine | — | 205,274 | 410,548 | 821,096 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 1,341 | 5,363 | 13,408 | — | 337,547(6) | | | 1/25/2023 | — | — | — | 447 | 1,787 | 4,468 | — | 183,775(7) | | | 1/25/2023 | — | — | — | — | — | — | 7,150 | 450,021 | | Peter T. Heilmann | — | 163,874 | 327,748 | 655,497 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 1,043 | 4,171 | 10,428 | — | 262,523(6) | | | 1/25/2023 | — | — | — | 348 | 1,390 | 3,475 | — | 142,948(7) | | | 1/25/2023 | — | — | — | — | — | — | 5,561 | 350,009 | | John P. Lauer | — | 164,747 | 329,494 | 658,988 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 1,043 | 4,171 | 10,428 | — | 262,523(6) | | | 1/25/2023 | — | — | — | 348 | 1,390 | 3,475 | — | 142,948(7) | | | 1/25/2023 | — | — | — | — | — | — | 5,561 | 350,009 | | Rusty K. Rolfe | — | 153,342 | 306,685 | 613,369 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 1,043 | 4,171 | 10,428 | — | 262,523(6) | | | 1/25/2023 | — | — | — | 348 | 1,390 | 3,475 | — | 142,948(7) | | | 1/25/2023 | — | — | — | — | — | — | 5,561 | 350,009 |

  128. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Amounts reflected in this section relate to estimated payouts under the CIP. The value of the actual payouts is included in the Non-Equity Incentive Compensation column of the Summary Compensation Table. |

  129. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) Amounts in this section reflect Performance Share grants made in 2023 with award achievement determined at the end of the 3-year performance period as of December 31, 2025. Actual number of Performance Shares earned will be determined based on the Company’s 3-year annual average ROIC and 3-year TSR measured relative to the companies comprising the S&P Transportation Select Industry Index and S&P MidCap 400 Index. |

  130. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) Amounts in this section reflect time-based RSU grants. |

  131. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) No stock option grants were made in 2023. |

  132. 2023 GRANTS OF PLAN-BASED AWARDS

    | (5) Based upon the closing price of Matson common stock on the date of grant for time-based RSUs and ROIC Performance Shares, which was $62.94 on January 25, 2023, and grant date fair value for TSR performance shares (calculated using a performance-based equity valuation model), which was $102.84 on January 25, 2023. |

  133. 2023 GRANTS OF PLAN-BASED AWARDS

    | (6) Amounts related to ROIC Performance Shares. |

  134. 2023 GRANTS OF PLAN-BASED AWARDS

    | (7) Amounts related to TSR Performance Shares. |

  135. 2023 GRANTS OF PLAN-BASED AWARDS

    The CIP is based on corporate and individual goals. Performance measures, weighting of goals and target opportunities are discussed in the CD&A section of this Proxy Statement entitled “Components of Executive Compensation – Annual Cash Incentives”. In 2023, the Company issued time-based RSUs under the 2016 Incentive Compensation Plan (the “2016 Plan”) that vest in equal increments over three years. Time-based RSUs that are unvested will automatically vest upon death or permanent disability. Time-based RSUs will partially vest on a prorated basis upon normal retirement at age 65 or older or approved early retirement at age 55 (with at least five years of service). Upon the effective date of any change in control, any unvested time-based RSUs automatically vest if the participant is involuntarily terminated or awards are not assumed or replaced by the successor company. Under the 2016 Plan, grantees receive dividend equivalents on RSUs outstanding as of the dividend record date, at the same rate as is payable on the Company’s common stock. If a participant terminates due to death, permanent disability, normal retirement or approved early retirement, his or her award will be prorated on the basis of the number of full or partial months employed during the performance period and the actual amount earned at the end of the performance period. If there is a change in control of the Company, the performance vesting requirements applicable to the Performance Shares will terminate and the number of Performance Shares that may become issuable to each participant will become fixed based on the formula described below under the heading “Other Potential Post-Employment Payments” and any unvested Performance Shares will automatically vest if the participant is involuntarily terminated or awards are not assumed or replaced by the successor company.

  136. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table contains information concerning the outstanding equity awards owned by the NEOs as of December 31, 2023:

  137. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  138. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | | Incentive | | | | | | | | | | Equity | Plan | | | | | | | | | | Incentive | Awards: | | | | | Equity | | | | | Plan | Market or | | | | | Incentive | | | | | Awards: | Payout | | | | | Plan | | | Number | Market | Number of | Value of | | | | Number of | Awards: | | | of Shares | Value of | Unearned | Unearned | | | Number of | Securities | Number of | | | or Units | Shares or | Shares, | Shares, | | | Securities | Underlying | Securities | | | of Stock | Units of | Units or | Units or | | | Underlying | Unexercised | Underlying | | | that | Stock that | Other | Other | | | Unexercised | Options | Unexercised | Option | Option | Have Not | Have Not | Rights that | Rights that | | | Options Exercisable | Unexercisable | Unearned | Exercise | Expiration | Vested | Vested | Have Not | Have Not | | Name | (#) | (#) | Options (#) | Price | Date | (#) | ($)(1) | Vested (#)(2) | Vested ($)(1) | | (a) | (b) | (c) | (d) | (e)($) | (f) | (g) | (h) | (i) | (j) | | Matthew J. Cox | N/A | | N/A | N/A | N/A | 41,880(3) | 4,590,048 | 95,838(4) | 10,503,845 | | Joel M. Wine | N/A | | N/A | N/A | N/A | 12,384(5) | 1,357,286 | 27,396(6) | 3,002,602 | | Peter T. Heilmann | N/A | | N/A | N/A | N/A | 9,832(7) | 1,077,587 | 22,814(8) | 2,500,414 | | John P. Lauer | N/A | | N/A | N/A | N/A | 11,052(9) | 1,211,299 | 27,744(10) | 3,040,742 | | Rusty K. Rolfe | N/A | | N/A | N/A | N/A | 9,574(11) | 1,049,310 | 20,879(12) | 2,288,338 |

  139. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Market value of stock not vested based on December 29, 2023 closing stock price of $109.60. |

  140. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Represents 2022-2024 and 2023-2025 Performance Shares at target performance, and actual settlement of the 2021-2023 Performance Shares granted in January 2021 at 250% of target. |

  141. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Vesting date of time-based RSUs – 7,945 shares on 1/25/2024; 5,279 shares on 1/26/2024; 7,489 shares on 1/27/2024; 7,944 shares each on 1/25/2025 and 1/25/2026, and 5,279 shares on 1/26/2025. |

  142. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) 2021-2023 Performance Shares settled with vesting date – 42,125 ROIC shares and 14,042 TSR shares on 1/27/2024. Target 2022-2024 and 2023-2025 Performance Shares contingent on meeting performance thresholds with vesting date – 11,879 ROIC shares and 3,959 TSR shares on 1/26/2025; 17,875 ROIC shares and 5,958 TSR shares on 1/25/2026. |

  143. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Vesting date of time-based RSUs – 2,384 shares on 1/25/2024; 1,584 shares each on 1/26/2024 and 1/26/2025; 2,066 shares on 1/27/2024 and 2,383 shares each on 1/25/2025 and 1/25/2026. |

  144. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) 2021-2023 Performance Shares settled with vesting date – 11,622 ROIC shares and 3,872 TSR shares on 1/27/2024. Target 2022-2024 and 2023-2025 Performance Shares contingent on meeting performance thresholds with vesting date – 3,564 ROIC shares and 1,188 TSR shares on 1/26/2025; and 5,363 ROIC shares and 1,787 TSR shares on 1/25/2026. |

  145. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Vesting date of time-based RSUs – 1,854 shares each on 1/25/2024 and 1/25/2025; 1,232 shares each on 1/26/2024 and 1/26/2025; 1,807 shares on 1/27/2024; and 1,853 shares on 1/25/2026. |

  146. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) 2021-2023 Performance Shares settled with vesting date – 10,167 ROIC shares and 3,390 TSR shares on 1/27/2024. Target 2022-2024 and 2023-2025 Performance Shares contingent on meeting performance thresholds with vesting date – 2,772 ROIC shares and 924 TSR shares on 1/26/2025; and 4,171 ROIC shares and 1,390 TSR shares on 1/25/2026. |

  147. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) Vesting date of time-based RSUs – 1,854 shares each on 1/25/2024 and 1/25/2025; 1,584 shares each on 1/26/2024 and 1/26/2025; 2,323 shares on 1/27/2024; and 1,853 shares on 1/25/2026. |

  148. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) 2021-2023 Performance Shares settled with vesting date – 13,074 ROIC shares and on 4,357 TSR shares 1/27/2024. Target 2022-2024 and 2023-2025 Performance Shares contingent on meeting performance thresholds with vesting date – 3,564 ROIC shares and 1,188 TSR shares on 1/26/2025; and 4,171 ROIC shares and 1,390 TSR shares on 1/25/2026. |

  149. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (11) Vesting date of time-based RSUs – 1,854 shares each on 1/25/2024 and 1/25/2025; 1,232 shares each on 1/26/2024 and 1/26/2025; 1,549 shares on 1/27/2024; and 1,853 shares on 1/25/2026. |

  150. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (12) 2021-2023 Performance Shares settled with vesting date – 8,717 ROIC shares and 2,905 TSR shares on 1/27/2024. Target 2022-2024 and 2023-2025 Performance Shares contingent on meeting performance thresholds with vesting date – 2,772 ROIC shares and 924 TSR shares on 1/26/2025; and 4,171 ROIC shares and 1,390 TSR shares on 1/25/2026. |

  151. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table contains information concerning option exercises and stock award activity during 2023 for the NEOs:

  152. OPTION EXERCISES AND STOCK VESTED FOR 2023

    OPTION EXERCISES AND STOCK VESTED FOR 2023

  153. OPTION EXERCISES AND STOCK VESTED FOR 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | Name | Exercise (#) | on Exercise ($) | Vesting (#) | on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Matthew J. Cox | — | — | 108,224 | 6,825,396 | | Joel M. Wine | — | — | 32,468 | 2,047,494 | | Peter T. Heilmann | — | — | 28,256 | 1,781,897 | | John P. Lauer | — | — | 29,125 | 1,837,124 | | Rusty K. Rolfe | — | — | 20,794 | 1,311,515 |

  154. OPTION EXERCISES AND STOCK VESTED FOR 2023

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

  155. Pension Benefits

    Pension Benefits The following table contains information concerning pension benefits for the NEOs as of December 31, 2023:

  156. PENSION BENEFITS FOR 2023

    PENSION BENEFITS FOR 2023

  157. PENSION BENEFITS FOR 2023

    | | | Number of | Present Value | Payments | | | | Years Credited | of Accumulated | During Last | | | | Service | Benefit | Fiscal Year | | Name | Plan Name | (#) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | | Matthew J. Cox | Qualified Retirement Plan – Traditional portion | 10.6 | 557,998 | — | | | Qualified Retirement Plan – Cash Balance portion | 12.0 | 195,298 | — | | | Excess Benefits Plan – Pension portion | 22.6 | 1,908,086 | — | | Joel M. Wine | Qualified Retirement Plan – Traditional portion | — | — | — | | | Qualified Retirement Plan – Cash Balance portion | 12.0 | 150,578 | — | | | Excess Benefits Plan – Pension portion | 12.0 | 378,093 | — | | Peter T. Heilmann | Qualified Retirement Plan – Traditional portion | — | — | — | | | Qualified Retirement Plan – Cash Balance portion | 11.7 | 147,447 | — | | | Excess Benefits Plan – Pension portion | 11.7 | 240,165 | — | | John P. Lauer | Qualified Retirement Plan – Traditional portion | 4.7 | 230,881 | — | | | Qualified Retirement Plan – Cash Balance portion | 12.0 | 193,429 | — | | | Excess Benefits Plan – Pension portion | 16.7 | 246,708 | — | | Rusty K. Rolfe | Qualified Retirement Plan – Traditional portion | 10.1 | 496,258 | — | | | Qualified Retirement Plan – Cash Balance portion | 12.0 | 194,680 | — | | | Excess Benefits Plan – Pension portion | 22.1 | 386,695 | — |

  158. PENSION BENEFITS FOR 2023

    Actuarial assumptions used to determine the present values of the pension benefits include discount rates for qualified and non-qualified retirement plans of 5.30% and 5.20%, respectively. The assumed retirement age is 65 for Messrs. Wine and Heilmann, and age 62 with five years of service (or current age, if greater) for other NEOs. Qualified plan benefits (traditional defined benefit and cash balance) are assumed to be paid on a single life annuity basis (however, the cash balance portion may be paid in a lump sum at the election of the executive). The cash balance accounts are projected to the assumed retirement age using an interest credit rate of 4.50% for 2024 and decreasing 25 basis points per year from 2025 to 2029, ultimately reaching a rate of 3.25% for 2029 and thereafter, and assume no future pay credits. The projected qualified plan cash balance accounts were converted to life annuities at the assumed retirement age using the annuity conversion interest assumptions and mortality used in Matson’s financial disclosures, i.e., 5.75% for 2024, 5.50% for 2025, 5.25% for 2026, 5.00% for 2027, 5.00% for 2028, and 4.75% for 2029 and later, and the Applicable Mortality Table, as defined for lump sum calculations under Section 417(e) of the Internal Revenue Code. Section 417(e) mortality is projected assuming the IRS continues to define such mortality in the same manner as for the coming year. The Excess Benefits Plan benefits are paid as a lump sum equal to the present value of the traditional defined benefit assumed to be paid on a single life annuity basis plus the cash balance account. The present values were determined based on interest rates (with 22% marginal tax rate adjustment) used in Matson’s financial disclosures, i.e., 4.49% for 2024, 4.29% for 2025, 4.10% for 2026, 3.90% for 2027, 3.90% for 2028, and 3.71% for 2029 and later, and the Applicable Mortality Table, as defined for lump sum calculations under Section 417(e) of the Internal Revenue Code. The cash balance accounts assume no future pay credits. Retirement Plan for Employees of Matson. The Retirement Plan for Employees of Matson (the “Qualified Retirement Plan”) provides pension benefits to the Company’s employees including the NEOs. Effective December 31, 2011, the Company froze the benefits that had accumulated under the traditional defined benefit formula under the Qualified Retirement Plan for those salaried non-bargaining unit employees who joined the Company before January 1, 2008 and transitioned them to the same cash balance formula applicable to employees who joined the Company on or after January 1, 2008. The traditional defined benefit formula was based on participants’ service and average monthly compensation in the five highest consecutive years of their final 10 years of service through December 31, 2011. Compensation included base salary, overtime pay and one-year bonuses. The amounts were expressed as a single life annuity payable at the normal retirement age of 65. An employee became vested after five years of service with the Company or attainment of age 65. An employee may take early retirement at age 55 or older, if the employee has already completed at least five years of service with the Company. If an employee retires early, the same formula for normal retirement is used, although the benefit will be reduced for commencement before age 62 because the employee will receive payment early and over a longer period of time. Effective January 1, 2012, a cash balance formula provides a retirement benefit equal to 5% of an employee’s eligible cash compensation, for each year worked while covered by the cash balance formula, plus interest. The vesting period was reduced from five years to three years for an employee with a cash balance benefit. At retirement or other separation from service, the employee may elect to receive the vested cash balance portion of his Qualified Retirement Plan benefits as a lump sum or an actuarially equivalent annuity. Matson Excess Benefits Plan. The Excess Benefits Plan was adopted to help the Company meet its objectives for retirement plans, including assisting employees with retirement income planning, increasing the attractiveness of employment with the Company and attracting mid-career executives. The Excess Benefits Plan works together with the Qualified Retirement Plan and 401(k) Plan to provide Company pension benefits and profit sharing contributions in amounts equal to what otherwise would have been provided using the Qualified Retirement Plan’s and 401(k) Plan’s formulas except for the compensation, contribution, and benefits limits imposed by tax law. Effective December 31, 2011, the Company also froze pension benefits that had accumulated under the traditional defined benefit formula under the Excess Benefits Plan and implemented the cash balance formula for eligible employees of the Excess Benefits Plan effective January 1, 2012. Under the pension portion of the Excess Benefits Plan associated with the Qualified Retirement Plan, benefits under the traditional defined benefit formula are payable after the executive’s separation from service in a lump sum that is actuarially equivalent to the annuity form of payment, and the cash balance account is paid as a lump sum. Under the profit sharing portion of the Excess Benefits Plan associated with the 401(k) Plan, amounts are credited to executives’ accounts, to be payable after the executive’s separation from service.

  159. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table contains information concerning non-qualified deferred compensation for the NEOs in 2023.

  160. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    2023 NON-QUALIFIED DEFERRED COMPENSATION

  161. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | | Name | in Last FY ($) | in Last FY ($)(1) | Last FY ($) | Distributions ($) | Last FYE ($)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | | Matthew J. Cox | — | 17,727 | 9,884 | — | 179,177 | | Joel M. Wine | — | 7,695 | 3,811 | — | 70,134 | | Peter T. Heilmann | — | 4,146 | 1,685 | — | 31,757 | | John P. Lauer | — | 4,221 | 1,281 | — | 25,216 | | Rusty K. Rolfe | — | 3,244 | 1,143 | — | 21,973 |

  162. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Amounts reflected in this section relate to excess profit sharing retirement contributions made by the Company under the Matson Excess Benefits Plan. |

  163. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) Represents the aggregate balance as of December 31, 2023. |

  164. Rusty K. Rolfe

    | (2) Normal retirement is at age 65. An employee with five years of service may retire at age 62 with unreduced traditional defined benefit pension benefits under Qualified Retirement Plan. Employees may elect early retirement after attaining 55 years of age and completing five years of service. Messrs. Cox, Heilmann, Lauer, and Rolfe are eligible for normal or early retirement as of year end. |

  165. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, the following information describes the relationship between executive compensation actually paid (“CAP”) and the performance of the Company based on certain financial metrics. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation for its NEOs with the Company’s performance, please see “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement.

  166. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  167. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 | | | | | | Summary | | Compensation | Average | | Peer Group | | | | | Compensation | Compensation | Table Total for | Compensation | Total | Total | | | | Fiscal | Table Total For | Actually Paid | Non-PEO NEOs | Actually Paid Non- | Shareholder | Shareholder | Net Income | EBITDA | | Year | PEO ($)(1) | to PEO ($)(2) | ($)(3) | PEO NEOs ($)(4) | Return (TSR) | Return(5) | ($ in millions) | ($ in millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2020 | 5,477,333 | 15,959,815 | 1,966,849 | 4,478,273 | 143 | 112 | 193.1 | 423.7 | | 2021 | 5,957,058 | 18,441,621 | 2,131,642 | 5,339,084 | 229 | 151 | 927.4 | 1,350.3 | | 2022 | 6,027,870 | 838,314 | 2,076,267 | 719,551 | 162 | 108 | 1,063.9 | 1,526.2 | | 2023 | 6,165,815 | 18,796,575 | 2,080,781 | 5,304,691 | 288 | 136 | 297.1 | 516.7 |

  168. PAY VERSUS PERFORMANCE TABLE

    | (1) The dollar amounts reported are the amounts of total compensation reported in the Summary Compensation Table (“SCT”) for our CEO (“Principal Executive Officer” or “PEO”). |

  169. PAY VERSUS PERFORMANCE TABLE

    | (2) The dollar amounts reported represent the amount of CAP for the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to an executive during the applicable year. CAP includes year-over-year changes in the value of unvested equity awards, and therefore may not reflect the value ultimately realized upon vesting of the awards. In accordance with SEC rules, the following adjustments were made to total compensation to determine the CAP: |

  170. PAY VERSUS PERFORMANCE TABLE

    | | | Less SCT | Less SCT | Plus CAP | Plus CAP | | | | SCT | Stock | Pension | Equity | Pension | Compensation | | | Total | Awards | Value | Adjustment | Adjustment | Actually Paid | | Year | ($) | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($) | | 2020 | 5,477,333 | 2,662,521 | 362,244 | 13,411,142 | 96,105 | 15,959,815 | | 2021 | 5,957,058 | 3,184,092 | 112,142 | 15,679,416 | 101,381 | 18,441,621 | | 2022 | 6,027,870 | 3,341,181 | — | (1,978,185) | 129,810 | 838,314 | | 2023 | 6,165,815 | 3,237,822 | 196,171 | 15,988,677 | 76,076 | 18,796,575 |

  171. PAY VERSUS PERFORMANCE TABLE

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  172. PAY VERSUS PERFORMANCE TABLE

    | (b) Represents change in actuarial present value of defined benefit retirement plans for the covered fiscal year. |

  173. PAY VERSUS PERFORMANCE TABLE

    | (c) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. For 2023, the fair value of outstanding and unvested awards increased significantly due to share price appreciation and the Company’s strong ROIC and relative TSR performance. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  174. PAY VERSUS PERFORMANCE TABLE

    | | Year-End | | Year Over Year Change | | | | Fair Value of | Year Over Year Change in | in Fair Value of Equity | | | | Equity Awards | Fair Value of Outstanding | Awards Granted in | Total Equity | | | Granted | and Unvested Equity | Prior Years that Vested | Award | | | During the Year | Awards | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | | 2020 | 6,279,437 | 7,257,784 | (126,079) | 13,411,142 | | 2021 | 6,804,516 | 7,725,233 | 1,149,667 | 15,679,416 | | 2022 | 1,981,115 | (4,447,058) | 487,758 | (1,978,185) | | 2023 | 8,918,914 | 7,009,449 | 60,314 | 15,988,677 |

  175. PAY VERSUS PERFORMANCE TABLE

    | (d) Represents defined benefit retirement plan service cost attributed to services rendered during the covered fiscal year. |

  176. PAY VERSUS PERFORMANCE TABLE

    | (3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2023, Joel M. Wine, Peter T. Heilmann, John P. Lauer, and Rusty K. Rolfe; and (ii) for 2021 and 2020, Joel M. Wine, Ronald J. Forest, Peter T. Heilmann, and John P. Lauer. |

  177. PAY VERSUS PERFORMANCE TABLE

    | (4) The dollar amounts reported represent the average amount of CAP for the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. CAP includes year-over-year changes in the value of unvested equity awards, and therefore may not reflect the value ultimately realized upon vesting of the awards. In accordance with SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the CAP: |

  178. PAY VERSUS PERFORMANCE TABLE

    | | | Less SCT | Less SCT | Plus CAP | Plus CAP | | | | SCT | Stock | Pension | Equity | Pension | Compensation | | | Total | Awards | Value | Adjustment | Adjustment | Actually Paid | | Year | ($) | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($) | | 2020 | 1,966,849 | 753,591 | 83,785 | 3,311,416 | 37,384 | 4,478,273 | | 2021 | 2,131,642 | 878,384 | 28,243 | 4,075,589 | 38,480 | 5,339,084 | | 2022 | 2,076,267 | 891,106 | — | (512,818) | 47,208 | 719,551 | | 2023 | 2,080,781 | 809,446 | 86,829 | 4,087,803 | 32,383 | 5,304,691 |

  179. PAY VERSUS PERFORMANCE TABLE

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  180. PAY VERSUS PERFORMANCE TABLE

    | (b) Represents change in actuarial present value of defined benefit retirement plans for the covered fiscal year. |

  181. PAY VERSUS PERFORMANCE TABLE

    | (c) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. For 2023, the fair value of outstanding and unvested awards increased significantly due to share price appreciation and the Company’s strong ROIC and relative TSR performance. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  182. PAY VERSUS PERFORMANCE TABLE

    | | Year-End | | Year Over Year Change | | | | Fair Value of | Year Over Year Change in | in Fair Value of Equity | | | | Equity Awards | Fair Value of Outstanding | Awards Granted in | Total Equity | | | Granted | and Unvested Equity | Prior Years that Vested | Award | | | During the Year | Awards | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | | 2020 | 1,777,310 | 1,596,777 | (62,671) | 3,311,416 | | 2021 | 1,877,186 | 1,937,980 | 260,423 | 4,075,589 | | 2022 | 528,368 | (1,140,610) | 99,424 | (512,818) | | 2023 | 2,229,738 | 1,842,615 | 15,450 | 4,087,803 |

  183. PAY VERSUS PERFORMANCE TABLE

    | (d) Represents defined benefit retirement plan service cost attributed to services rendered during the covered fiscal year. |

  184. PAY VERSUS PERFORMANCE TABLE

    | (5) S&P Transportation Select Industry Index |

  185. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail under “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement, the Company’s executive compensation program reflects a variable pay-for-performance philosophy and utilizes several performance measures to align executive compensation with Company performance. The Company’s performance incentive structure has an annual component and a multi-year component. The Company generally seeks to incentivize long-term performance, and therefore the Company’s performance incentive measures do not necessarily align with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationship between information presented in the Pay versus Performance table. Compensation Actually Paid and TSR As detailed under “Executive Compensation – Compensation Discussion and Analysis” in this Proxy Statement, equity awards comprise a significant portion of SCT compensation for our executives (slightly more than 50% for the CEO and approximately 40% for other NEOs). Accordingly, the fair value of outstanding and unvested awards in 2023 increased significantly due to share price appreciation and the Company’s strong ROIC and relative TSR performance. The following chart compares CAP to the Company’s TSR. The cumulative total return shown in the chart below assumes an initial investment of $100 on the last trading day of the year ended December 31, 2019, including reinvestment of dividends, at each fiscal year end and measures the performance of this investment as of the last trading day in the month of December for each of the four years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. The graph is a historical representation of past performance only and is not necessarily indicative of future performance.