Not independent
Tenure on this board
13.9 yrs
7 nominees · 3 ballot items.
Shareholders will vote to elect seven directors, approve on an advisory basis the compensation of the named executive officers (say-on-pay), and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Elect the seven director nominees named in the proxy statement to serve until the next Annual Meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve Matson’s disclosed executive compensation programs for its named executive officers. Management is seeking approval to validate its pay-for-performance approach, which emphasizes variable, at-risk compensation (approximately 83% of the CEO’s and ~68% of other NEOs’ target pay in 2025), multi-year Performance Shares tied to ROIC and relative TSR, annual cash incentives tied to consolidated EBITDA and individual goals, and time-based RSUs for retention. The Compensation Committee highlights recent results—below-target EBITDA but strong individual performance and superior three-year ROIC and TSR that produced outsized Performance Share payouts—to argue the program appropriately links pay to multi-year outcomes. The Board frames supplemental governance protections (no hedging or pledging, clawback policy, minimum vesting periods, double-trigger change-in-control provisions, ownership guidelines) as further reasons to support the program. Because the vote is advisory, the Board intends to consider the outcome when making future compensation decisions and continues annual say-on-pay votes. Investors evaluating the proposal should weigh the program’s emphasis on long-term metrics and demonstrated strong multi-year returns against shorter-term EBITDA variability and realized pay outcomes driven by equity valuation changes. Given the Compensation Committee’s use of independent consultants, peer benchmarking, disclosure of pay-versus-performance reconciliation, and the Board’s explicit recommendation, management concludes a FOR vote supports continuity of the current program and its alignment with shareholder interests.
Ratify the appointment of Deloitte & Touche LLP as Matson’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.09% | 3,357,352 | $550M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.69% | 2,025,537 | $332M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.16% | 1,865,598 | $306M |
| 4 | AMERICAN CENTURY COMPANIES INC | 4.97% | 1,502,657 | $246M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.39% | 1,328,304 | $218M |
| 6 | STATE STREET CORP | 3.99% | 1,207,716 | $198M |
| 7 | BlackRock, Inc. | 3.51% | 1,060,997 | $174M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.20% | 664,593 | $109M |
| 9 | Capital Research Global Investors | 2.10% | 635,093 | $104M |
| 10 | FULLER THALER ASSET MANAGEMENT, INC. | 2.03% | 613,241 | $101M |
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