Independent
Tenure on this board
3.9 yrs
Also a director at
Avalonbay Communities Inc (AVB)Simon Property Group Inc (SPG)
7 nominees · 3 ballot items.
Elect seven directors for one-year terms; non-binding advisory approval of named executive officer compensation (Say-on-Pay); and ratification of Accuity LLP as the independent registered public accounting firm for fiscal year 2026.
Election of seven directors (Glyn Aeppel, Steve Case, A. Catherine Ngo, Ken Ota, John Sabin, R. Scot Sellers, Anthony P. Takitani) to serve for one-year terms expiring at the 2027 Annual Meeting; plurality vote standard; Board recommends voting FOR ALL nominees.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal seeks a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy materials (a Say-on-Pay vote). Management is asking stockholders to endorse the pay program that the Compensation Committee designed to attract and retain executives, tie pay to performance through annual and long-term restricted stock incentives, and align executive interests with shareholders via equity awards and ownership guidelines. The Company notes it adopted an annual advisory vote frequency based on prior shareholder support, and the Compensation Committee uses market benchmarking and an outside consultant to set pay levels, emphasizing competitiveness for Hawaii-based real estate talent. The proposal is non-binding, but the Compensation Committee will consider the vote outcome when making future compensation decisions, which provides a channel for shareholder feedback. Key plan features include annual incentive awards payable in restricted stock tied to operational and financial targets, long-term restricted stock vesting over three years, a clawback policy, and ownership guidelines requiring multiples of salary in stock. The Compensation Committee recently shifted from options to restricted stock to provide more predictable value while preserving alignment with shareholder outcomes. From a governance perspective, the Board’s recommendation reflects its view that the program balances retention and alignment without excessive risk-taking; however, the non-binding nature means continued oversight and possible adjustments depending on shareholder response. Proxy mechanics note this is a non-routine matter under exchange rules and requires a majority of votes cast of shares present and entitled to vote, and abstentions will count as votes against the proposal.
Ratify the Audit Committee’s selection of Accuity LLP as the independent registered public accounting firm for fiscal year 2026; routine matter.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VALUEWORKS LLC | 6.03% | 1,197,335 | $18M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.64% | 325,861 | $5M |
| 3 | BlackRock, Inc. | 1.28% | 253,714 | $4M |
| 4 | BlackRock, Inc. | 1.26% | 250,568 | $4M |
| 5 | Nokomis Capital, L.L.C. | 1.07% | 212,218 | $3M |
| 6 | OPPENHEIMER CO INC | 0.98% | 194,283 | $3M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 0.77% | 153,863 | $2M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.64% | 127,463 | $2M |
| 9 | STATE STREET CORP | 0.55% | 109,999 | $2M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.49% | 96,749 | $1M |
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