UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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This year, Alexander & Baldwin celebrates
Please join us at”
hope that you can join us.
16, 2021.
![[MISSING IMAGE: sg_christopherbenjamin-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/sg_christopherbenjamin-bw.jpg)
President and Chief Executive Officer
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822 Bishop Street ·• Honolulu, Hawaii 96813
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| Tuesday, April 8:00 a.m., Honolulu time Where: The 2021 Annual Meeting will be held in a virtual format via live audio webcast. Shareholders may attend virtually and participate in the Annual Meeting, and vote their shares electronically, by visiting www.meetingcenter.io/245597085. To participate in the Annual Meeting, a record shareholder will need to enter the 15-digit control number found on the proxy card. The password for the virtual meeting is ALEX2021 | | | | 1. | Elect | |||
| Conduct an advisory vote on executive compensation; | ||||||||
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| Ratify the appointment of the independent registered public accounting firm for the ensuing year; and | ||||||||
4. | Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof. | |
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ALYSON J. NAKAMURA Vice President and Corporate Secretary | ||
THE INTERNET OR BY TELEPHONE, OR REQUEST A PAPER PROXY CARD TO COMPLETE AND RETURN BY MAIL.
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NOTICE OF What is the voting requirement to approve each of the proposals? ✓ INFORMATION Leong is an executive officer. Audit Committee: The current members of the Audit Committee are: 2020. 2020. 2020. Currently, of our seven directors, two are women and three are ethnically diverse. In 2020, the Board appointed John Leong, who strengthens the Board’s perspectives in areas such as the non-profit community and environmental leadership, as well as adds a younger age demographic and preserves ethnic diversity. Hawaii, where we have been headquartered for 150 years, is a diverse community. The Board considers the diversity of our workforce, community, tenants and stakeholders as it evaluates its composition. length of time of ownership), the name of the candidate, the The full text of the A&B Corporate Governance Guidelines is available on the corporate governance page of A actions. These statements have been updated in 2021 to reflect the continuing evolution of the Company: Our Mission: Utilize the community. levels and components were last reviewed in October 2018 and the Name (a) W. Allen Doane Robert S. Harrison David C. Hulihee(3) Stanley M. Kuriyama Diana M. Laing Thomas A. Lewis, Jr. Douglas M. Pasquale Michele K. Saito Jenai S. Wall(5) Eric K. Yeaman INFORMATION Name or Number in Group W. Allen Doane Robert S. Harrison Stanley M. Kuriyama Diana M. Laing Thomas A. Lewis, Jr. Douglas M. Pasquale Michele K. Saito Eric K. Yeaman Christopher J. Benjamin Brett A. Brown Lance K. Parker Nelson N. S. Chun Meredith J. Ching 14 Directors and Executive Officers as a Group The Audit Committee has established written procedures to address situations when approvals need to be sought between meetings. Whenever possible, proposed related person transactions will be included as an agenda item at the next scheduled Audit Committee meeting for review and approval. However, if it appears that a proposed related person transaction will occur prior to the next scheduled Audit Committee meeting, approval will be sought from Audit Committee members between meetings. $8.6 million. Compensation Overview results. To achieve this, the Company uses the following pay elements, which are described more fully under the 2020 Assessment of Total Compensation. In evaluating and making pay decisions, the Compensation Committee utilizes the following tools, resources and information: Generally, the Board of Directors determines the COVID-19 pandemic. The Committee accepted this recommendation. NEO Mr. Benjamin Mr. Brown* Mr. Parker Mr. Chun Ms. Ching Ms. Laing** Annual Incentives: For The incentive compensation for Mr. Brown, Mr. Parker, Mr. Chun and Ms. Ching was based on a weighted mix of (a) the level of achievement of the financial and operating goals set forth in the table above and (b) the scores awarded for Value Creation awards. PIIP participants that is based on an assessment of goal achievement within their respective areas of responsibility. No modifier was applied to Mr. Parker, Mr. Chun and Ms. Payout Determination for the CEO. Each plan year, the development efforts. NEO Mr. Benjamin Mr. Brown* Mr. Parker Mr. Chun Ms. Ching Ms. Laing** Equity Compensation: Equity Grant Information Target Total Direct Compensation for NEO Mr. Benjamin Mr. Brown* Mr. Parker Mr. Chun Ms. Ching Ms. Laing** Retirement Plans: The Company provides various retirement plans to assist its employees with retirement income savings and to attract and retain its employees. The Committee periodically reviews the value of benefits from the retirement plans in conjunction with all other forms of pay in making compensation decisions. the A&B Individual Deferred Compensation and Profit Sharing Plan and the A&B Non-Qualified Defined Contribution Plan, as described below. 2020. Under the A&B Non-Qualified Defined Contribution Plan, eligible participants receive 3% of their annual eligible compensation in excess of the applicable IRS compensation limit, a discretionary gain sharing contribution up to 5% of base salary in excess of the applicable IRS compensation limit, based on achievement of goals, and the lesser of 3% of eligible compensation or the applicable IRS deferral limit minus the maximum allowable match, including the match on catch-up contributions, under the 401(k) plan. bonus, subject to reimbursement if he voluntarily resigns from the Company within two years of his start date. Equity Granting Policy results been originally reported as set forth in the accounting restatement. Christopher J. Benjamin Brett A. Brown Lance K. Parker Nelson N. S. Chun Meredith J. Ching Diana M. Laing(6) Name Christopher J. Benjamin Brett A. Brown Lance K. Parker Nelson N.S. Chun Meredith J. Ching Diana M. Laing Option Exercises and Stock Vested. The following table contains information concerning option exercises and the vesting of stock awards for the NEOs during 2020. Name Christopher J. Benjamin Brett A. Brown Lance K. Parker Nelson N. S. Chun Meredith J. Ching Diana M. Laing The value realized in column (e) was calculated based on the market value of A&B common stock on the vesting date. No amounts realized upon exercise of options or vesting of stock have been deferred. 2020. Name Christopher J. Benjamin Brett A. Brown Lance K. Parker Nelson N. S. Chun Meredith J. Ching Diana M. Laing annuity basis (however, cash balance portion could be paid in a lump sum). The cash balance accounts are projected to the assumed retirement age using Name Christopher J. Benjamin Brett A. Brown Lance K. Parker Nelson N. S. Chun Meredith J. Ching Diana M. Laing Severance Plan, or laid off from employment as part of a job elimination/restructuring or reduction in force. Upon such termination of employment and execution of a release agreement acceptable to the Company, the executive will be entitled to receive an amount equal to twelve Executive Termination Scenarios Christopher J. Benjamin Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Brett A. Brown Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Lance K. Parker Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Nelson N. S. Chun(8) Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) Meredith J. Ching(8) Components Cash Severance Retirement Benefits(4) Health & Welfare Benefits Outplacement Counseling Long-Term Incentives(7) Total (Lump-sum) Total (Annuity) . CEO Median Employee items that are incurred at the property (In millions) Commercial Real Estate operating profit Adjustments: Depreciation and amortization Straight-line lease adjustments Favorable/(unfavorable) lease amortization Termination income Other (income)/expense, net Selling, general, administrative and other expenses Legal costs previously capitalized(1) CRE NOI Acquisitions / dispositions and other adjustments CRE Same-Store NOI CRE Non-Same Store NOI (In Millions) Net Cash Provided by Operations Adjustments: Net cash used in investing activities Cash outflows for Commercial Real Estate §1031 investments Consolidated Adjusted Operating Cash Flow (In Millions) Materials & Construction Operating Profit Depreciation & amortization expense Impairment of assets Income attributable to non-controlling interest M&C Adjusted EBITDA Consolidated Adjusted Pre-tax Income (Loss) was an operating performance measure for the Company for the year ended December 31, (In Millions) Income (Loss) From Continuing Operations Before Income Taxes Adjustments: Non-cash asset impairments related to the M&C segment Non-cash reduction in solar investment Consolidated Adjusted Pre-tax Income (Loss) ” 2021. 2019. Requests related to householding should be mailed to Alexander & Baldwin, Inc., P.O. Box 3440, Honolulu, HI 96801-3440, Attn: Alyson J. Nakamura, Corporate Secretary or by calling (808) 525-8450. If you are a shareholder whose shares are held by a bank, broker or other nominee, you can request information about householding from your bank, broker or other nominee. 2022 28, 2021. When: Time and Date:Tuesday, April 28, 2020,27, 2021, 8:00 a.m. HST Where: The 2021 Annual Meeting will be virtual, conducted entirely via live audio webcast Place:Hokulei BallroomDole Cannery735 Iwilei RoadHonolulu, Hawaii Record Date: February 18, 2021 Record Date:February 20, 2020 Voting: Voting:Shareholders as of the record date are entitled to vote. Attendance: Record shareholders must have the control number printed on their proxy card in order to access the virtual meeting. Shareholders who hold their shares through an intermediary must register and provide a Legal Proxy. Further information is included in this Proxy Statement. Admission: Shareholders will be asked to present valid photo identification. Shareholders holding stock in brokerage accounts must present a copy of a brokerage statement reflecting stock ownership as of the record date. Agenda Item Board Recommendation Page Reference Election of seven directors Agenda ItemBoard RecommendationPage ReferenceElection of eight directorsFOR each director nominee 34 Advisory vote on executive compensation FOR 4542 Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm FOR 47 44 Name Director
Since Occupation Committees NameDirector SinceOccupationCommittees Christopher J. Benjamin 2016 President & Chief Executive Officer, Alexander & Baldwin, Inc. — Robert S. Harrison2012Chairman, President & Chief Executive Officer, First Hawaiian, Inc.•Nominating & Corporate Governance, Chair•Compensation Stanley M. Kuriyama 2012Chairman of the Board of Alexander & Baldwin, Inc.Retired CEO of Alexander & Baldwin, Inc. —Diana M. Laing 2019 Retired CFO, American Homes 4 Rent — John T. Leong 2020 ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGEiiSUMMARY INFORMATION Name
Director Since OccupationCommittees
SUMMARY INFORMATION Name Director
Since Occupation Committees Thomas A. Lewis, Jr. 2017 Retired CEO, Realty Income Corporation Douglas M. Pasquale 2012 Founder & CEO of Capstone Enterprises Corporation Michele K. Saito 2012 President, DTRIC Insurance Company
Eric K. Yeaman 2012 Founder & Managing Partner, Hoku Capital LLC •Audit Company'sCompany’s business objectives. Accordingly, the majority of executive compensation is tied to performance. In 2019,2020, 78% of the target compensation for our Chief Executive Officer ("CEO"(“CEO”), Christopher Benjamin, was in the form of performance-based pay, consisting of annual incentives (cash) and long-term incentives (equity), with the remaining 22% set as fixed pay. For our other Named Executive Officers, 63%66% of their target compensation was performance-based with the remaining 37%34% set as fixed pay*.pay. All elements of executive compensation are generally targeted at the 50th percentile of market pay data. In 2019,2020, our executive compensation program received strong support from shareholders with approximately 97% of say on paySay-on-Pay votes cast in favor of the program.
SUMMARY INFORMATION ![[MISSING IMAGE: tm212301d1-pc_ceoneobw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/tm212301d1-pc_ceoneobw.jpg)
("(“CD&A"&A”), which begins on page 2019 and describes our pay for performance philosophy and each element of compensation. Our Board of Directors recommends approval, on an advisory basis, of the compensation of our Named Executive Officers, as further described in the CD&A and "Proposal“Proposal No. 2: Advisory Vote on Executive Compensation"Compensation” beginning on page 45.*These percentages do not include the compensation for Diana Laing, who served as Interim Chief Financial Officer through May 7, 2019 until the appointment of a new Chief Financial Officer. Ms. Laing was paid only a base salary and did not participate in annual or long-term incentives. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTTable of Contents Page Page20202021 ANNUAL MEETING OF SHAREHOLDERS A&B's Culture ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT PAGEAGE 1GENERAL INFORMATION ABOUT THE ("(“A&B"&B” or the "Company"“Company”) is soliciting proxies for the Annual Meeting of Shareholders to be held on April 28, 202027, 2021 and at any adjournment or postponement of the meeting (the "Annual Meeting"“Annual Meeting”).17, 2020,16, 2021, we mailed to our shareholders (other than to certain street name shareholders or those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing and reviewing on the Internet all of our proxy materials, including this Proxy Statement and our 20192020 Annual Report to Shareholders. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission ("SEC"(“SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials on the Internet. This process is designed to expedite shareholders'shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.shareholders'shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.20, 202018, 2021 are entitled to notice of and to vote at the Annual Meeting. On that date, there were 72,306,50872,469,682 shares of common stock outstanding, each of which is entitled to one vote. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT
ANNUAL MEETING INFORMATION TableContents
Computershare
Alexander & Baldwin Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001PAGE2GENERAL INFORMATION ABOUT THE ANNUAL MEETING&B's&B’s common stock to forward proxy soliciting material to the beneficial owners of the stock, and A&B will reimburse those record holders for their reasonable expenses. A&B has retained the firm of D.F. King & Co., Inc. to assist in the solicitation of proxies at a cost of $10,000 plus reasonable out-of-pocket expenses.
ANNUAL MEETING INFORMATION ••17, 2020. Who can I contact to obtain directions to the Annual Meeting site?You may contact Jan Matsumoto at (808) 525-8452 to obtain directions to the site of the Annual Meeting, the Hokulei Ballroom at Dole Cannery, 735 Iwilei Road, Honolulu, Hawaii."A“A&B Predecessor"Predecessor” mean in this document?"A“A&B Predecessor"Predecessor” mean Alexander & Baldwin, Inc. prior to its separation from Matson, Inc. on June 29, 2012. A&B converted to a real estate investment trust ("REIT"(“REIT”) in 2017. ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT PAGE3&B's&B’s directors stand for election annually, and elections are conducted using a majority voting standard in uncontested elections. EightWe ask for your voting support for our seven directors will be elected at the Annual Meetingnamed below, to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.
Director Nominees and Qualification of Directors. The nominees of the Board of Directors are the eightseven persons named below. All nominees are current members of the Board of Directors. The Board of Directors believes that all nominees will be able to serve. However, if any nominee should decline or become unable to serve for any reason, shares represented by the accompanying proxy will be voted for the replacement person nominated by the Board of Directors, or the Board may choose to reduce the number of directors serving on the Board. Each director nominee identified below was unanimously nominated by the Board at the recommendation of the Nominating and Corporate Governance Committee.While Mr.has been with the Company for 28 years, is standing for reelection, he intends to retire from the Board within the next year. He will work with the directors to effect a smooth Board leadership transition. Mr. Kuriyama's intent to retire was not the result of any dispute or disagreement with the Company on any matter.Under A&B's mandatory retirement policy for directors, W. Allen Doane, who hashad served as a director of A&B or A&B Predecessor since 1998, is retiring2010 and as Chairman of the Board since 2012, retired from the Board atas anticipated under the Annual Meeting. In addition to his service as a director,Board’s leadership transition plan. Mr. DoaneKuriyama, who had been with the Company for 28 years, also served as Chief Executive Officer of A&B Predecessor from October 1998 through December 2009 and as Chairman of the Board ofor A&B Predecessor from April 2006 through December 2009.since 2010. The Board and management thank Mr. DoaneKuriyama for his years of serviceleadership and valued advice.2020)2021), and principal occupations of each person nominated by the A&B Board, their business experience during at least the last five years, the year each first was elected or appointed a director and qualifications of each director.Board'sBoard’s self-assessment process. The Nominating Committee'sCommittee’s processes for selecting director nominees are described in greater detail in "Certain Information Concerning the Board“Board of Directors—Nominating Committee Processes"Directors Information” below. A&B's business strategy is Hawaii-focused and, accordingly, the Board believes it is valuable to shareholders that the board reflects a balanced mix that includes Hawaii-based executives who can provide extensive local knowledge and insight.Strong combined skillset* and local Hawaii expertise effectively position the Board to navigate Hawaii's unique business environment:
*![[MISSING IMAGE: tm212301d1-bc_skillaligbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/tm212301d1-bc_skillaligbw.jpg)
eightseven directors being proposed for re-election. All directors are included in multiple categories.
Commitment to strong corporate governance ✓ Focus on long-term value creation ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT✓ High ethical standards ✓ Diversity ✓ Operating segment expertise ✓ Knowledge of and involvement in Hawaii PAGE4
PROPOSAL NO. 1 above;above, the current mix of skills and experience represented by our directors;directors, and the qualifications of each nominated director which includes the factors reflected as follows. ![[MISSING IMAGE: ph_chrisbenjamin-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/ph_chrisbenjamin-bw.jpg)
5657
Director Since: 2016 ••••••••&B's&B’s and A&B Predecessor'sPredecessor’s senior management team for over a decade, Mr. Benjamin, who is President and Chief Executive Officer of A&B, brings to the Board an in-depth knowledge of all aspects of the Company'sCompany’s real estate operations, including commercial real estate and real estate development. Having served for more than seven years as Chief Financial Officer, he has thorough knowledge of the financial management of the Company, including accounting, treasury and investor relations activities. He is knowledgeable about Hawaii and A&B's&B’s operating markets through his involvement in the Hawaii business community and local community organizations. ![[MISSING IMAGE: ph_dianalaing-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/ph_dianalaing-bw.jpg)
Robert S. HarrisonAge: 59Director Since: 2012•Chairman of the Board and Chief Executive Officer of First Hawaiian, Inc. ("FHI") (banking) since August 2016•President of FHI since August 2019•Chairman of the Board of First Hawaiian Bank ("FHB") since May 2014•Chief Executive Officer and Director of FHB since January 2012•President of FHB from December 2009 to June 2015, and from August 2019 to present•Chief Operating Officer of FHB from December 2009 through December 2011•Vice Chairman of FHB from December 2007 to December 2009•Chief Risk Officer of FHB from January 2006 to December 2009Director Qualifications: As Chairman, President and Chief Executive Officer of FHB, Hawaii's largest financial institution, Mr. Harrison brings to the Board experience in managing complex business organizations. He also has banking and financial expertise. Mr. Harrison has board experience through his service on various corporate and non-profit boards and is knowledgeable about Hawaii and A&B's operating markets through his involvement in the Hawaii business community and local community organizations. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE5PROPOSAL NO. 1
2019 
Stanley M. Kuriyama
Age: 66
Director Since: 2012•Chairman of the Board since June 2012•Chief Executive Officer of A&B from June 2012 through December 2015•Director and Chief Executive Officer of A&B Predecessor from January 2010 through June 2012•President of A&B Predecessor from October 2008 through June 2012•President and Chief Executive Officer, A&B Land Group from July 2005 through September 2008•Chief Executive Officer and Vice Chairman of A&B Predecessor's subsidiary, A&B Properties, Inc., from December 1999 through September 2008•Director and Chairman of the Board of Matson Navigation Company, Inc. from September 2009 through June 2012•Director, Matson Inc. (NYSE:MATX) (ocean transportation) since June 2016Director Qualifications: As a member of A&B's and A&B Predecessor's senior management team for two decades, Mr. Kuriyama, who is Chairman of the Board and former Chief Executive Officer of A&B, brings to the Board an in-depth knowledge of all aspects of the Company's real estate operations, including commercial real estate and real estate development. He is knowledgeable about Hawaii and A&B's operating markets through his involvement in the Hawaii business community and local community organizations. 
Diana M. LaingAge: 65Director Since: 2019••••• ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT PAGEAGE 6PROPOSAL NO. 1 
PROPOSAL NO. 1 ![[MISSING IMAGE: ph_johnleong-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/ph_johnleong-bw.jpg)
Director Since: 2020 ![[MISSING IMAGE: ph_thomaslewis-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/ph_thomaslewis-bw.jpg)
6768
Director Since: 2017 ("(“Realty Income"Income”) from September 1993 to May 2014; Chief Executive Officer of Realty Income from February 1997 through September 2013•Director of Realty Income from September 1993 through May 2014•nation'snation’s largest and most successful REITs, Mr. Lewis contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. He also has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii, having spent his teen and collegiate years on Oahu, and is a part-time resident. ![[MISSING IMAGE: ph_douglaspasquale-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/ph_douglaspasquale-bw.jpg)
6566
Director Since: 2012
Lead Independent Director since 2018 ••("Ventas"(“Ventas”) (healthcare REIT) from July 2011 through May 2017•Ventas'sVentas’s acquisition of Nationwide Health Properties, Inc. (formerly NYSE:NHP) ("NHP"(“NHP”) in July 2011••••
PROPOSAL NO. 1 ••• ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT![[MISSING IMAGE: ph_michelesaito-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/ph_michelesaito-bw.jpg)
PAGE7PROPOSAL NO. 1 
6061
Director Since: 2012 ••("Farmers"(“Farmers”) from January 2010 through August 2012•••Hawaii'sHawaii’s largest insurance companies, Ms. Saito brings to the Board experience in managing a complex business organization and financial and accounting expertise. Ms. Saito also has board experience, including her service on various corporate and non-profit boards, and is knowledgeable about Hawaii and A&B's&B’s operating markets through her involvement in the Hawaii business community and local community organizations. ![[MISSING IMAGE: ph_ericyeaman-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/ph_ericyeaman-bw.jpg)
5253
Director Since: 2012
Chairman of the Board since October 2020 •FHIFirst Hawaiian, Inc. (“FHI”) from August 2016 through August 2019•FHBFirst Hawaiian Bank (“FHB”) from June 2015 through August 2019•("(“Hawaiian Telcom"Telcom”) (telecommunications) from June 2008 to June 2015•••••state'sstate’s leading integrated communications company, Mr. Yeaman brings to the Board experience in managing complex business organizations. He also has financial and accounting expertise and has been designated by the Board of Directors as an Audit Committee Financial Expert. Mr. Yeaman has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii and A&B's&B’s operating markets through his involvement in the Hawaii business community and local community organizations. ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT CERTAIN INFORMATION CONCERNING THE &B's&B’s Board of Directors. Governance highlights include:•25%29% women; 38%43% ethnically diverse; 75%86% independent••34•••••••entirelyof a majority of Audit Committee Financial Experts••
Shareholder Engagement. A&B values the views of its shareholders. During 2019,2020, members of our management team met or offered to meet (virtually, due to the pandemic) with shareholders who cumulatively owned approximately 7576 percent of our stock to discuss our operations, corporate governance, environmental and social initiatives, and executive compensation, and to solicit feedback on these and a variety of other topics. Shareholder perspectives are shared with the Board.
Director Independence. The Board has reviewed each of its current directors and nominees and has determined that Messrs. Harrison,Leong, Lewis, Pasquale and Yeaman and Ms.Mses. Laing and Ms. Saito are independent under New York Stock Exchange ("NYSE"(“NYSE”) rules. The Board also had previously determined that retiring and former directors W. Allen Doane, David C. Hulihee and Jenai S. Wall were independent. In making its independence determinations, the Board considered the transactions, relationships or arrangements in "Certain Information Regarding Directors and Executive Officers – Certain Relationships and Transactions" below, as well as the following: Mr. Doane – his status as a former executive officer of A&B Predecessor and banking relationships with FHB, an entity of which Mr. Doane is a director; Mr. Harrison – A&B's banking relationships with FHB, an entity of which Mr. Harrison is Chairman of the Board and Chief Executive Officer; Ms. Laing – her status as a former interim officer of A&B for seven months; and Mr. YeamanLeong – A&B's banking relationships with FHB, an entitycharitable donations of approximately $30,000 ($25,000 of which was provided for COVID-19-related community food distributions) made by the Company to a 501(c)(3) non-profit organization of which Mr. Yeaman was President and Chief Operating Officer through August 2019.
Board Leadership Structure. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. It understands that there is no single approach to providing Board leadership and that the right Board leadership structure may vary as circumstances warrant.Director (Douglas M. Pasquale).Director. At this time, the Board believes that a separate Chairman is beneficial in providing oversight and leadership in handling board responsibilities. This also allows our CEO to focus on Company strategy and business operations. The Lead Independent Director’s duties include consulting with the Chairman of the Board on agendas and meeting schedules, facilitating the process for the Board’s self-evaluation, presiding at Board meetings in the absence of the Chairman or over matters on which the Chairman may be conflicted, and consulting with the Chairman on key issues related to the Company.allowsand the Board concluded that he should continue in that role. The Board believes that the combination of Mr. Yeaman, as Chairman of the Board, and Mr. Pasquale, as Lead Independent Director, working closely together with our CEO, enables each person to function independently from managementbring complementary skills and provide objective judgment regarding management's performance.areas of expertise to create an independent and effective Board. The Board has determined that its leadership structure is appropriate for A&B at this time. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE9CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSLead Independent Director Duties Include•Consulting with the Chairman of the Board on agendas and meeting schedules•Facilitating the process for the Board's self-evaluation•Presiding at Board meetings in the absence of the Chairman•Presiding at executive sessions of independent Directors•Facilitating communication between the Independent Directors and the Chairman and Chief Executive Officer
The Board'sBoard’s Role in Strategy and Risk Oversight. The Board oversees the strategic direction of the Company. It has provided leadership on critical strategic issues, including the migration of the commercial real estate portfolio to Hawaii, and the simplification of the Company'sCompany’s business model, withand the bulk sale of Maui agricultural lands and reinvestment in commercial real estate.Company’s response to COVID-19. It receives regular strategic presentations from management and reviews and evaluates the Company'sCompany’s strategic and operating plans, as appropriate.
BOARD OF DIRECTORS INFORMATION Committee'sCommittee’s responsibilities involves discussing policies regarding risk assessment and risk management. Risk oversight plays a role in all major Board decisions and the evaluation of risk is a key part of the decision-making process. For example, the identification of risks and the development of sensitivity analyses are key requirements for capital requests that are presented to, and evaluated by, the Board.Company'sCompany’s compliance, auditing and risk management functions, and its risk-based approach to strategic and operating decision-making. Management reviews its risk management activities with the Audit Committee and the full Board of Directors on a regular basis. In addition, risk management perspectives from each of A&B's&B’s business segments are included in the Company'sCompany’s operating and strategic plans. Cybersecurity and information security risks are among the risks discussed with the Audit Committee and reported to the full Board. The Board believes that its current leadership structure is conducive to the risk oversight process.
Pay Risk Assessment.The Compensation Committee reviews compensation policies, plans and structure for the Company'sCompany’s executive group, to ascertain whether any of the compensation programs and practices create excessive risks or motivate risky behaviors that are reasonably likely to have a material adverse effect on the Company. Management has worked with the Compensation Committee to review the NEOs'NEOs’ incentive plans and related policies and practices, and the overall structure and positioning of total pay, pay mix, the risk management process and related internal controls.&B's&B’s NEO compensation programs represent an appropriate balance of fixed and variable pay, cash and equity, short-term and long-term compensation, financial and non-financial performance, and an appropriate level of enterprise-wide risk oversight. The Company periodically reviews the compensation policies, plans and structure for the Company'sCompany’s employees and, based on such review, our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. ALEXANDER & BALDWIN, INC.•§•2020 PROXY STATEMENT• PAGE10CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSStrong Compensation Risk Management•Robust stock ownership guidelines•Multi-year vesting periods of equity awards•Capped incentive payments•Use of multiple performance metrics•Pay philosophy for all elements of pay targeted at the 50th percentile•Reasonable payout tied to performance (e.g., incentive pool funding of 50% at threshold, 100% at target, 200% at maximum, with linear interpolation between each goal); individual awards can be further modified, ranging from 0% (no award) to 150%, so long as the aggregate incentive pool is not exceeded (i.e., zero sum)•50% of NEOs' equity awards granted are performance-based, using relative total shareholder return over three years as a performance metric•Review of goal-setting by the Compensation Committee to ensure that goals are appropriate•Mix of pay that is consistent with competitive practices for organizations similar in size and complexity•Insider trading and hedging prohibitions•A compensation clawback policy•Oversight by a Compensation Committee composed of independent directors
Board of Directors and Committees of the Board.The Board of Directors held seveneight meetings during 2019.2020. At all regularly scheduled meetings, the non-management directors or independent directors of A&B met in executive sessions. The independent directors of A&B also met in executive session in 2019,sessions, led by the Chairman or the Lead Independent Director (Douglas M. Pasquale).Director. In 2019,2020, all directors were present at 75% or more of the meetings of the A&B Board of Directors and Committees of the Board on which they serve. The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which is governed by a charter, which is available on the corporate governance page of A&B's&B’s website, www.alexanderbaldwin.com. Name
BOARD OF DIRECTORS INFORMATION Name Audit
Committee
Compensation
Committee
Nominating and Corporate
Governance CommitteeChristopher J. Benjamin W. Allen DoanememberRobert S. HarrisonChristopher J. Benjamin member chair Stanley M. KuriyamaDiana M. Laing Member Member John T. Leong Member Thomas A. Lewis, Jr. memberMember Douglas M. Pasquale chairChair memberMember Michele K. Saito chairChair memberMember Eric K. Yeaman member Member Chair ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE11CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS••DoaneLeong•Messrs.Mr. Pasquale, DoaneMr. Yeaman and YeamanMs. Laing are "audit“audit committee financial experts"experts” under SEC rules. The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board of Directors and are summarized in the Audit Committee Report, which appears in this Proxy Statement. The Audit Committee met sixfive times during 2019.••Mr. Harrison•"Compensation“Compensation Discussion and Analysis"Analysis” section below. The Compensation Committee met four times during 2019."Nominating Committee"“Nominating Committee”) are:•Harrison,Yeaman, Chair••threefour times during 2019.
Nominating Committee Processes. The Nominating Committee is responsible for recommending to the Board individuals qualified to serve as directors of the Company. The Nominating Committee believes that the minimum qualifications for serving as a director are high ethical standards, a commitment to shareholders, a genuine interest in A&B and a willingness and ability to devote adequate time to a director'sdirector’s duties. The Nominating Committee also may consider other factors it deems to be in the best
BOARD OF DIRECTORS INFORMATION In addition,shareholder'sshareholder’s ownership of A&B stock (including the number of shares owned and the ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE12CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORScandidate'scandidate’s qualifications to be a director and the candidate'scandidate’s consent for such consideration.&B's&B’s Proxy Statement was released to shareholders in connection with the previous year'syear’s annual meeting.person'sperson’s accomplishments, qualifications and references, and conduct interviews with the candidate. The Nominating Committee'sCommittee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.
Board and Committee Self-Evaluation Process. The Board of Directors conducts annual board and committee evaluations to assess its performance and effectiveness. As part of this process, each board member responds to a questionnaire that includes areas for comments. Responses are discussed and both board and committee performance are evaluated at a subsequent Board meeting.
BOARD OF DIRECTORS INFORMATION Select Corporate Governance Guideline Topics•Goals and responsibilities of the Board•Selection of directors, including the Chairman of the Board•Board membership criteria and director retirement age•Stock ownership guidelines•Director independence, and executive sessions of non-management directors•Board self-evaluation•Board compensation•Board access to management and outside advisors•Board orientation and continuing education•Leadership development, including annual evaluations of the CEO and management succession plans&B's&B’s corporate website, www.alexanderbaldwin.com.
Code of Ethics. A&B has adopted a Code of Ethics (the "Code"“Code”) that applies to the CEO, Chief Financial Officer and Controller. A copy of the Code is posted on the corporate governance page of A&B's&B’s corporate website, www.alexanderbaldwin.com. A&B intends to disclose any changes in or waivers from its Code by posting such information on its website.
Code of Conduct. A&B has adopted a Code of Conduct, which is applicable to all directors, officers and employees, and is posted on the corporate governance page of A&B's&B’s corporate website, www.alexanderbaldwin.com.A&B's Culture. We are proud of the culture at A&B, where we are committed to beingPartners for Hawaii. 2019 marksIn 2020 we celebrated our 150th anniversary, and we honor the reputation that we have built over a century and a half of doing the right thing for our stakeholders. In 2017,Several years ago, A&B built upon its longstanding principles and developed vision, mission and values statements that guide our daily actions: Seize As Hawaii’s premier commercial real estate company, we will own and operate a superior portfolio of properties that enhances the opportunity created bylives of Hawaii’s people, enables our assets, peopletenants to thrive and relationships to make Hawaii better. Create special places and experiences, and keep A&B at the forefront of Hawaii's business communitycreates value for another 150 years by acting with an abiding respect for the state's communities, people, cultures and environment. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE13CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSourA&B’s extensive resources,assets, expertise, long history and deep relationships to improve Hawaii's communities, creating valuebenefit Hawaii and all our stakeholders. Develop, acquire and manage commercial real estate in a way that fulfills the everyday needs of Hawaii’s residents and promotes the sustainability of our communities. Support our employees in their quest to further their careers, provide for all stakeholders. Embrace innovationtheir families, enjoy their work and give back to transform our organization and make it more effective in an ever-changing business environment that presents new challenges and opportunities. Integrity Be guided in all actions by strong moral principles, in keeping with A&B’s legacy of honesty and fairness. IntegrityRespect Do everything we do with Value and respect for othersthe unique qualities, perspectives and an unwavering commitmentcontributions of each employee and seek to preserving and enhancingunderstand the caring legacypriorities of our founders.community members. Adaptability
AdaptabilitySeek to find new Embrace innovation and seek better approaches; be willing to question and abandon past practices when they have become ineffective.approaches. Collaboration
CollaborationRecognize that the best solutions and implementation come when people share Share information and ideas and work together.together to find the best solutions. Decisiveness
DecisivenessLeverage that collaboration into Make clear and timely decision-makingdecisions and communicate those decisions to the organization.them widely. Accountability
AccountabilityWe will be most successful if our leaders Hold ourselves accountable for delivering results and our employees are held accountable and are recognized for results.
recognizing achievement.
BOARD OF DIRECTORS INFORMATION ("ESG"(“ESG”) issues aligns with A&B's&B’s mission to improve Hawaii'sHawaii’s communities and create value for all stakeholders. We understand our responsibility to the environment and the communities in which we operate and are dedicated to making continued improvements in our efforts. A number of our 20192020 ESG highlights are listed below.Engaged in20192020 of over 690,000850,000 KWH. The program in its current state is expected to result in a reduction of more than 9,7009,000 tons of carbon over the next ten years and is being expanded to additional properties in our portfolio.•–where we created an innovative community gathering place with the adaptive reuse of an existing structure, energy efficient lighting and air conditioning, efficient water usage systems and solar-powered trash compactors. The project received both national and local awards for its adaptive renovation.•37,800+41,000+ MWH from clean energy (hydroelectric and solar) sources – enough to offset a little less than 50%over 40% of the energy used by our entire 3.9 million square-foot commercial real estate portfolio and our corporate headquarters.•Involved in the production of approximately 23% of Kauai's energy from renewable sources both directly and through company-related activities. Throughown projects, investments and land leases, A&B played an important part in Kauai's achievement of more than 50% renewable energy generation in 2019.•Saved approximately 200,000 gallons of potable water per day by repurposing a former sugar plantation well for irrigation use at Maui Business Park II.•Recycled over 135,000 tons of asphalt and concrete, preserving natural resources and reducing the burdenfocus on Hawaii's landfills.•Launched a diversity, equity and inclusion, initiative, resulting in the formation ofsupporting A&B Pride (a LGBTQ affinity group), a women'swomen’s leadership development group, and a "Green“Green Team."” Our efforts have been recognized both nationally and locally, as we received Nareit’s Silver Award for its Diversity, Equity and Inclusion Recognition Awards and Pacific Business News’s Business of Pride corporate award.•Donated over $1 million225+230 organizations in 2019;2020; over the last tenfive years, we have donated over $13$5.5 million to 1,500+640+ organizations. issues is integrated into our operations and informs how we pursue opportunities and manage risks. It is a meaningful component of our operating and strategic plans. The Board of Directors receives regular reports and provides oversight on ESG matters.matters, including diversity. We regularly seek input from our investors on ESG and other topics. In 2019,2020, we conducted an ESG-specific virtual roadshow, meeting or offering to meet with governance teams from investors representing approximately 65%68% of our stock, including some of our largest passive investors. This outreach is part of our commitment to communicate with our shareholders.
Compensation of Directors. The Compensation Committee periodically reviews the compensation of A&B's&B’s non-employee Directors with the assistance of its independent compensation consultant, Willis Towers Watson ("WTW"(“WTW”). The compensationALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE14CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORSCompany'sCompany’s share-ownership guidelines are reviewed annually. In each case, they were deemed to be well aligned with market competitive practices.practices and remain unchanged in 2020. The following table summarizes the compensation earned by or paid to our directors (other than Mr. Benjamin, A&B CEO, whose compensation is included in the Summary Compensation Table and who receives no compensation for serving on the Board) for services as a member of our Board of Directors for the period from January 1, 20192020 through December 31, 2019.20192020.
BOARD OF DIRECTORS INFORMATION Name Fees
Earned
or Paid
in Cash
($) Stock
Awards
($)(1) Option
Awards
($)(2) Non-Equity
Incentive
Plan
Compen-
sation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($) All Other
Compen-
sation
($) Total
($) (a) (b) (c) (d) (e) (f) (g) (h) W. Allen Doane(3) 21,250 0 N/A N/A N/A 0 21,250 Robert S. Harrison(3) 25,173 0 N/A N/A N/A 0 25,173 Stanley M. Kuriyama(4) 198,750 135,009 N/A N/A N/A 0 333,759 Diana M. Laing 64,178 90,010 N/A N/A N/A 0 154,188 John T. Leong 15,614 52,503 N/A N/A N/A 0 68,117 Thomas A. Lewis, Jr. 64,250 90,010 N/A N/A N/A 0 154,260 Douglas M. Pasquale 110,750 90,010 N/A N/A N/A 2,000(5) 202,760 Michele K. Saito 80,250 90,010 N/A N/A N/A 0 170,260 Eric K. Yeaman(6) 81,345 116,261 N/A N/A N/A 0 197,606 Fees
Earned
or Paid
in Cash
($) Stock
Awards
($)(1) Option
Awards
($)(2) Non-Equity
Incentive
Plan
Compen-
sation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($) All Other
Compen-
sation
($) Total
($) (c) (d) (e) (f) (g) (h) 65,000 90,000 0 0 N/A 0 155,000 74,610 90,000 0 0 N/A 0 164,610 36,065 90,000 0 0 N/A 0 126,065 85,000 (4) 135,000 (4) 0 0 N/A 0 220,000 38,154 90,000 0 0 N/A 0 128,154 63,500 90,000 0 0 N/A 0 153,500 110,000 90,000 0 0 N/A 0 200,000 79,500 90,000 0 0 N/A 0 169,500 20,411 0 0 0 N/A 0 20,411 65,000 90,000 0 0 N/A 0 155,000 (1)2019.2020. See discussion of the assumptions underlying the valuation of equity awards included in Note 1316 of the Company'sCompany’s consolidated financial statements, included in the Company's 2019Company’s 2020 Annual Report on Form 10-K. At the end of 2019, Messrs. Doane, Harrison,2020, Mr. Pasquale and YeamanMses. Laing and Ms. Saito held 4,776 restricted stock units, Ms. Laing held 3,7507,093 restricted stock units, Mr. Lewis held 8,71911,093 restricted stock units, Mr. Kuriyama held 4,618 restricted stock units, Mr. Leong held 4,530 restricted stock units and Mr. KuriyamaYeaman held 10,2439,358 restricted stock units.(2)At the end of 2019, Mr. Kuriyama Messrs. Doane and Harrison had 182,268no restricted stock option awards outstanding. units. other non-management director holds any outstanding stock options and no stock options have been granted to directors by A&B or by A&B Predecessor since 2007.(3)Mr. Hulihee passed away in July 2019.(4)Board.(5)Ms. Wall's term asBoard through September 30, 2020. It includes a director ended on April 26, 2019cash payment of $135,000 that represents the grant date value of the shares underlying the unvested restricted stock units granted at the 20192020 Annual Meeting of Shareholders.
(5) ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPay Element AmountAnnual Board Retainer $56,000Chairman of the Board Annual Retainer$85,000Lead Director Retainer (in addition to Board Retainer) $25,000Committee Member Retainers (in addition to Board Retainer)•AGEAudit15•Compensation•Nominating and Corporate Governance$9,000$6,000$7,500Committee Chair Retainers (in addition to committee member retainer)•Audit•Compensation•Nominating and Corporate Governance$14,000$10,000$7,500Annual Equity Award$90,000Chairman of the Board Equity Award $135,000
BOARD OF DIRECTORS INFORMATION Board—•Audit—•Compensation—•Governance—Governance – 4 meetings("(“2012 Plan"Plan”), an automatic annual grant of restricted stock units ("RSUs"(“RSUs”) is made to each director at each Annual Meeting of Shareholders. A prorated grant is made upon appointment as a director at any time between Annual Meetings. Awards made prior to April 2018 vest in equal increments of one-third each over three years. Starting with the April 2018 annual grant, awards vest in their entirety on their one-year grant date anniversary. Accelerated vesting occurs upon cessation of service by reason of death, disability or retirement during the vesting period. Directors who are management employees of A&B or its subsidiaries do not receive compensation for serving as directors.
Director Business Travel Accident Coverage. Non-management directors have coverage of $200,000 for themselves and $50,000 for their accompanying spouses while traveling on A&B business.
Matching Gift Program. Directors may participate in A&B's&B’s matching gifts program for employees, in which A&B matches contributions to qualifiedeligible cultural, educational and educationalother non-profit organizations up to an aggregate maximum of $3,000 annually.
Director Share Ownership Guidelines. The Board has adopted guidelines that encourage each non-employee director to own A&B common stock (including RSUs) with a value of $280,000, which is five times the current annual board retainer of $56,000, within five years of becoming a director. All current directors have met or are on track to meet the established guidelines within the required timeframe.
Communications with Directors. Shareholders and other interested parties may contact any of the directors by mailing correspondence "c/“c/o A&B Law Department"Department” to A&B's&B’s headquarters at 822 Bishop Street, Honolulu, Hawaii 96813. The Law Department will forward such correspondence to the appropriate director(s). However, the Law Department reserves the right not to forward any offensive or otherwise inappropriate materials.&B's&B’s directors are encouraged to attend the Annual Meeting of Shareholders. All the current A&B directors who were directors as of the 2020 Annual Meeting attended the 2019 Annual Meeting. ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT PAGE16 OF CERTAIN SHAREHOLDERS20, 202018, 2021 to have owned beneficially more than five percent of A&B's&B’s common stock outstanding, the number of shares they beneficially own, and the percentage of outstanding shares such ownership represents, based upon the most recent reports filed with the SEC. Except as indicated in the footnotes, such shareholders have sole voting and dispositive power over shares they beneficially own. Name and Address of
Beneficial Owner Amount of
Beneficial Ownership Percent of
Class BlackRock, Inc.
40 East 52nd Street
New York, NY 10022 11,477,731(a) 15.8% The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 10,397,266(b) 14.4% Wellington Management Group LLP
280 Congress Street
Boston, MA 02210 5,672,181(c) 7.8% Name and Address of
Beneficial OwnerAmount of
Beneficial OwnershipPercent of
ClassThe Vanguard Group 10,135,990 (a) 14.0% 100 Vanguard Blvd. Malvern, PA 19355 BlackRock, Inc. 8,196,082 (b) 11.3% 40 East 52nd Street New York, NY 10022 Wellington Management Group LLP 4,211,547 (c) 5.8% 280 Congress Street Boston, Massachusetts 02210 T. Rowe Price Associates, Inc. 3,657,255 (d) 5.1% 100 E. Pratt Street Baltimore, MD 21202 (a)10, 20208, 2021 (the "Vanguard 13G"“Vanguard 13G”) filed with the SEC. According to the Vanguard 13G, as of December 31, 2019,2020, The Vanguard Group has no sole voting power over 66,628any shares and sole dispositive power over 10,061,81010,265,706 shares, has shared voting power over 17,05974,874 shares, and has shared dispositive power over 74,180131,560 shares.(b)102 to Schedule 13G dated February 3, 202015, 2021 (the "BlackRock 13G") filed with the SEC. According to the BlackRock 13G, as of December 31, 2019, BlackRock, Inc. has sole voting power over 8,020,893 shares and sole dispositive power over 8,196,082 shares and does not have shared voting or shared dispositive power over any shares.(c)As reported in Amendment No. 1 to Schedule 13G dated February 14, 2020 (the "Wellington 13G"“Wellington 13G”) filed with the SEC. According to the Wellington 13G, as of December 31, 2019,2020, Wellington Management Group LLP has shared voting power over 3,688,6034,835,617 shares and shared dispositive power over 4,211,5475,672,181 shares and does not have sole voting or sole dispositive power over any shares.(d)As reported in Amendment No. 4 to Schedule 13G dated February 14, 2020 (the "T. Rowe 13G") filed with the SEC. According to the T. Rowe 13G, as of December 31, 2019, T. Rowe Price Associates has sole voting power over 672,961 shares and sole dispositive power over 3,657,255 shares and does not have shared voting or shared dispositive power over any shares. ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT PAGEAGE 17 CERTAIN INFORMATION REGARDING 20, 202018, 2021 by each director and nominee, by each executive officer named in the "Summary“Summary Compensation Table"Table” below, and by directors and executive officers as a group and, if at least one-tenth of one percent, the percentage of outstanding shares such ownership represents. Except as indicated in the footnotes, directors, nominees and executive officers have sole voting and dispositive power over shares they beneficially own. Name or Number in Group Number of Shares
Owned (a)(b)(c) Stock Options (d) Total Percent of Class Diana M. Laing 3,750 0 3,750 — John T. Leong 0 0 0 — Thomas A. Lewis, Jr. 6,655 0 6,655 — Douglas M. Pasquale 78,975 0 78,975 0.1 Michele K. Saito 29,374 0 29,374 — Eric K. Yeaman 29,374 0 29,374 — Christopher J. Benjamin 226,385 50,677 277,062 0.4 Brett A. Brown 8,152 0 8,152 — Lance K. Parker 23,606 0 23,606 — Nelson N. S. Chun 133,210 23,389 156,599 0.2 Meredith J. Ching 113,386 17,539 130,925 0.2 12 Directors and Executive Officers as a Group 659,986 91,605 751,591 1.0 Number of Shares
Owned (a)(b) Stock Options (c) Total Percent of Class 36,611 0 36,611 — 26,222 0 26,222 — 262,963 182,268 445,231 0.6 0 0 0 — 1,936 0 1,936 — 64,199 0 64,199 0.1 24,598 0 24,598 — 24,598 0 24,598 — 197,134 50,677 247,811 0.3 0 0 0 — 17,589 1,740 19,329 — 129,842 54,680 184,522 0.3 109,000 41,005 150,005 0.2 900,150 330,370 1,230,520 1.7 (a)(b)Pasquale—64,199Pasquale – 78,975 shares, Ms. Ching—Ching – 3,976 shares, and directors, nominees and executive officers as a group—68,175group – 82,951 shares and (ii) sole voting power only: Ms. Ching—640Ching – 658 shares, and directors and executive officers as a group—640group – 658 shares.(c)14, 202019, 2021 through the exercise of stock options. Amounts do not include 423,767528,407 restricted stock units or performance share units that have been granted to the directors and executive officers as a group that may not be acquired prior to April 20, 2020.19, 2021.
Certain Relationships and Transactions. A&B has adopted a written policy under which the Audit Committee must pre-approve all related person transactions that are disclosable under Item 404(a) of SEC Regulation S-K. Prior to entering into a transaction with A&B, directors and executive officers (and their family members) must make full disclosure of all facts and circumstances to the Law Department. The Law Department then determines whether such transaction requires the approval of the Audit Committee. The Audit Committee considers all of the relevant facts available, including (if applicable) but not limited to: the benefits to the Company; the impact on a director'sdirector’s or executive'sexecutive’s independence, including with respect to an immediate family member of a director or executive or an entity in which a director or executive is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The Audit Committee will approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders. If a related person transaction involves a member of the Audit Committee, that member recuses himself or herself from the process of review and approval. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE18CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS &B's&B’s business strategy is Hawaii-focused and, accordingly, a number of our directors are Hawaii-based executives who provide extensive local knowledge and insight. Hawaii'sHawaii’s business community is relatively small and isolated. Given A&B's&B’s position as a major landowner in the state, the largest owner of grocery-anchored retail assets, the largest materials and construction company in the state, and as one of the state'sstate’s premier real estate developers, it is to be expected that relationships will exist between the Company and key business leaders and their companies, as disclosed below. The transactions described were made in the ordinary course of business and on substantially the same terms as those made with persons not related to A&B.
Related Person Relationships with First Hawaiian Bank: Robert S. Harrison, and Eric K. Yeaman, directorsformer director of A&B arethrough April 26, 2020, is Chairman and Chief Executive Officer and former President and Chief Operating Officer, respectively, of FHB. Mr. Yeaman resigned from FHB in August 2019.••Messrs.Mr. Harrison and Yeaman joining the Board.•Mr. Yeaman was a member of the Board for three years prior to joining FHB in 2015. Upon joining FHB, he reported his change in employment to the Board; the Board reviewed the change, including consideration of relationships with FHB and Mr. Yeaman's skill set and contributions to the Board, and approved his continued service on the Board.•reviewsreviewed all FHB related person transactions.•&B's&B’s $450 million revolving credit and term loan agreement (the "Revolver"“Revolver”), of which, in 2019,2020, the largest aggregate amount of principal outstanding was $146,200,000; $281,100,000$231.0 million. For 2020, the Company had net borrowings of $12.3 million and $4,612,000 were paid in principal and interest respectively,of $3.6 million to Revolver lenders that include FHB; and $93,000,000 was outstanding onFHB. As of February 18, 2020, with2021, outstanding borrowings were $111.0 million, bearing interest payable onat a sliding scale at ratesrate of LIBOR, plus an applicable rate between 1.25 percent toand 2.05 percent (based on A&B's Total Debtbased upon a pricing grid using the ratio of debt to Total Adjusted Asset Value Ratio,total adjusted asset value, as defined in the agreement.agreement) plus LIBOR.of $5.0 million made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2020, the largest aggregate amount of principal outstanding was $3.7 million. During 2020, interest payments of $29,400 were made, and the principal loan amount of $3.7 million was paid off.(ii)$5,000,000$60.0 million loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019,2020, the largest aggregate amount of principal outstanding was $3,812,624; $160,000 was paid in principal with an interest rate hedge fixed to 3.835 percent of which net interest paid was $177,000; and $3,653,000 was outstanding on February 18, 2020, and of which a subsidiary of A&B is a guarantor in the amount of the lesser of $3.15$59.5 million; $1.6 million or the outstanding indebtedness.(iii)A $11,700,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019, the largest aggregate amount of principal outstanding was $11,700,000; $11,700,000 and $428,000 were paid in principal and interest, respectively; and no amount was outstanding on February 18, 2020, with interest payable at a rate of LIBOR plus 3.0 percent.(iv)A $60,000,000 loan made to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019, the largest aggregate amount of principal outstanding was $60,000,000; $527,000 was paid in principal with an interest rate hedge fixed to 3.135 percent of which net interest paid was $323,000;$1.9 million; and $59,210,000$57.6 million was outstanding on February 18, 2020.18,2021.(v)$25,000,000 line of credit provided to a limited liability company in which a subsidiary of A&B is a member, of which, in 2019, had no amounts outstanding and no payments of principal or interest; there was no balance outstanding on February 18, 2020. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE19CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS(vi)A $8,500,000$8.5 million share of A&B's $50&B’s $50.0 million syndicated term loan facility, of which, in 2019,2020, the largest aggregate amount of principal outstanding was $50,000,000; $0 and $1,980,000 were paid in principal and interest, respectively, to syndicate members that include FHB; and $50,000,000 was$50.0 million. Interest on outstanding amounts is based on February 18, 2020, with interest payable at LIBOR plus a margin that isranging from 1.20 and 2.00 percent, determined using a leverage based pricing grid.grid (based on A&B’s Total Debt to Total Adjusted Asset Value Ratio, as defined in the loan agreement). In 2020, total interest of $1.2 million was paid and there were no principal payments. As of February 18, 2021, $50.0 million was outstanding. On February 13, 2020, the Company entered into a swap agreement with an unrelated financial institution to fix the base rate at 1.349 percent in lieu of LIBOR, pursuant to which payments on this swap agreement totaled $0.4 million during 2020.(vii)20202021 and 2063, with aggregate gross rents in 20192020 of $566,357$0.5 million and aggregate net rent from and after January 1, 20202021 to the expiration date of the leases of $8,943,105.("(“Grace Pacific"Pacific”) on October 1, 2013, FHB has the following loans or lines of credit with the Company or its subsidiaries/affiliates specifically related to Grace Pacific:(i)Aa line of credit totaling $2,000,000$2.0 million with a limited liability companyan unconsolidated joint venture in which a subsidiary of A&B is a 50 percent member expired in December 2018 and was renewed in January 2019, withmember. Borrowings under the line of credit bear interest payable at rates between 1.82 percent to 2.25 percent plus LIBOR; In 2019,LIBOR. There were no principal balance amounts outstanding during 2020, and there was no principal balance outstanding; and no amount was outstanding onas of February 18, 2020.(ii)An $18,000,000 loan, of which, in 2019, the largest aggregate amount of principal outstanding was $2,302,666; $2,302,666 and $67,553 were paid in principal and interest, with interest payable at a rate of 5.19 percent. No amount was outstanding on February 18, 2020.Related Person Relationships with Foodland: Jenai S. Wall, a former director of A&B, is Chairman and Chief Executive Officer of Foodland. Foodland or its sister companies are commercial tenants in ten properties owned by A&B subsidiaries, under leases with terms that expire between 2020 and 2035, with aggregate gross rents in 2019 of $5,065,704 and aggregate net rent from and after January 1, 2020 to the expiration date of the leases of $13,949,226. These leases were entered into in the ordinary course of business, on commercially reasonable, prevailing terms and rates.Letter Agreement with Diana M. Laing: The Company entered into an agreement with Diana M. Laing to serve as Interim Executive Vice President and Interim Chief Executive Officer, as described on page 29. Ms. Laing served as an interim corporate officer through May 7, 2019. ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT PAGE20("(“CD&A"&A”)&B's&B’s compensation practices for 20192020 for the sixfive executive officers named in the Summary Compensation Table on page 3330 (collectively, the "Named“Named Executive Officers"Officers” or "NEOs"“NEOs”). From November 15, 2018 through May 7, 2019, Diana M. Laing served as interim Chief Financial Officer, upon terms of a Letter Agreement with A&B as described on page 29. The compensation for the following NEOs is addressed in the CD&A:• (joined A&B on May 8, 2019)••••Diana M. Laing, former Interim Executive Vice President and Interim Chief Financial Officer ("Interim CFO")2019,2020, our executive compensation program received strong support from shareholders, with approximately 97% of the Say-on-Pay votes cast in favor of the program. We believe this is because our pay program links pay with performance, aligns pay with shareholder interests and follows good governance practices. The vote on executive compensation is just one source of insight regarding shareholder views on our compensation practices. A&B also has an extensive shareholder outreach program that incorporates discussion of various governance topics, including compensation. In 2019,2020, we met or offered to meet (virtually, due to the pandemic) on environmental, social and governance-focused matters and company operations with shareholders owning approximately 75%76% of our stock. The
EXECUTIVE COMPENSATION Company'sCompany’s executive compensation practices and modifies or adopts programs or practices to provide an appropriate balance of risk and reward. A&B firmly believes in pay for performance and alignment with shareholder interests. Thus, a majority of NEO compensation is tied to performance to ensure alignment with shareholders. 78% of CEO and 63%66% of other NEO target total direct compensation ("TDC"(“TDC”) (excluding the Interim CFO) is performance-based pay aligned with shareholder interests. A&B adheres to good governance practices, as listed below, to ensure that it adopts best practices to the extent that they are best aligned to the business goals and strategy of the Company as well as shareholder interests. ALEXANDER & BALDWIN, INC.•§•2020 PROXY STATEMENT• PAGE21EXECUTIVE COMPENSATION•Direct components of pay are generally targeted atFinancial results in 2020 were negatively impacted by the 50th percentile of market pay data•TDC consisting heavily of performance-based compensation•Multiple relevantCOVID-19 pandemic, with net operating income down 9.5% compared to 2019. However, our second half results demonstrated positive momentum on several strategic fronts, including continued non-core asset monetization, improved Grace Pacific performance metrics to determine incentive payments•Multi-year performance periods on performance-based equity awards•Multi-year vesting periods on equity awards•Robust stock ownership guidelines for senior executives•Review of realizable pay of NEOs•Reasonable internal pay ratios•Reasonable severance or change-in control provisions•Double trigger change-in-control severance that requires both a change-in-control and termination of employment without cause before any payments are made•"Clawback" policies established for executives•NEO participation in the same health and welfare benefit plans as other salaried employees•Conduct shareholder outreach to solicit input and gain investor perspectives on our compensation programs•Anti-hedging policies established•No repricing or replacing of underwater stock options without prior shareholder approval•Pay risk assessmentsPerformance Accomplishments in 20192019 results reflected both the continued successmoderate recovery of our core business andCRE collections. Our portfolio showed resilience, reflecting our ongoing strategic transformation. Our commercial real estate portfolio continued to generate strong results, buoyed in part by our ability to redeploy proceeds from the 2018 salebalance of approximately 41,000 acres of non-income-producing agricultural land on Maui into six commercial real estate asset acquisitions of improved propertiesneeds-based retail, industrial and ground leases (one acquired in late 2018 and five acquired in 2019).leases. We also made further progress in executing on our broader strategic agenda and simplification efforts, including continuing the monetization of our development-for-sale pipeline and our other landholdings. Efforts to improve Materials and Construction operating performance also continue, butcontinued, with some indications of progress trailed expectations and resulted in an operating loss of $(69.2) million and M&C Adjusted EBITDA(1) of $(6.1) million for the segment during 2019.2020. Organizational streamlining, professional and corporate culture development, process improvements, strategic planning efforts, ESG initiatives and meaningful cost reductions also were implemented throughout the Company in 2019. Commercial Real Estate ("CRE") SegmentIn 2019,2020.Company continued to concentrate on its Hawaii-focused commercial real estate strategy to increase its recurring earningsmanagement team was instrumental in effectively leading the workforce, preserving financial liquidity, advancing strategic priorities and cash flows. Notable highlights for 2019 are as follows:•CRE operating profit increased $7.7 million, or 13.2%, to $66.2 million in 2019, as compared to $58.5 million in 2018.•CRE Cash NOI increased $18.0 million, or 20.9%, to $104.2 million in 2019, as compared to $86.2 million in 2018.•CRE Same-Store Cash NOI increased $3.9 million, or 5.2%, to $78.5 million in 2019, as compared to $74.6 million in 2018.•Occupancy increased to 93.9% as of December 31, 2019, as compared to 92.4% as of December 31, 2018. Same-Store occupancy increased to 94.1% as of December 31, 2019, as compared to 92.2% as of December 31, 2018.(1)Refer to pages 42 to 44 for reconciliations of GAAP to non-GAAP measures. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE22EXECUTIVE COMPENSATION•During 2019, 214 leases were executed, covering 565,000 square-feet of gross leasable area, with 7.9% comparable leasing spreads.•Closed on the off-market acquisitions of five high-quality and well-located commercial real estate assets (improved properties and ground leases) in Hawai'i using §1031 proceeds from the agricultural land sale as follows:•a ground lease of a nine-acre parcel under the Home Depot warehouse in central Honolulu for $42.4 million.•Kapolei Enterprise Center, a newly constructed 93,000-square-foot Class-A warehouse building in west Oahu for $26.8 million.•a ground lease of a 36.4-acre parcel under Kapolei Business Park West Lot 31, commonly known as the Honolulu Authority for Rapid Transportation precast yard, for $41.1 million.•Waipouli Town Center, a 56,500-square-foot grocery-anchored shopping center in Kapaa, Kauai for $17.8 million.•Queens' MarketPlace, a 135,000-square-foot grocery-anchored shopping center located in the Waikoloa Beach Resort area on the island of Hawaii for $90.3 million.•Commenced operations of Phase I of Ho'okele Shopping Center, adjacent to Maui Business Park in Kahului, Maui, with the grand opening of the Safeway grocery store in July 2019, followed by additional openings of the Safeway gas station and a 2,400 square foot convenience store in October 2019.In line with its simplification strategy, the Land Operations segment seeks to strategically monetize the Company's legacy, non-commercial real estate landholdings and assets. Highlights and significant accomplishments in 2019 are as follows:•Closed on the bulk land sale of Wailea lands comprising 42 acres on Maui.•Closed out of Increment 1 of the Kamalani project; 44 units closed.•Closed out of the Kahala project; 5 lots closed.•Closed 9 acres at Maui Business Park.•Closed 30 units at the Kukui'ula joint venture project.Grace Pacific results were significantly impacted by competitive pressures that lowered margins.•Materials & Construction operating loss was $(69.2) million for 2019, as compared to a $(73.2) million loss in 2018. Included in the operating loss was a $49.7 million non-cash impairment charge to write down the carrying value of the goodwill balance related to Grace Pacific.•The Company reduced total debt by $73.5 million from $778.1 million as of December 31, 2018, to $704.6 million as of December 31, 2019.Company'sCompany’s executive compensation programs are administered by its Compensation Committee. The Compensation Committee has retained WTW to provide advice and analysis on the design, structure and level of executive compensation for A&B.
EXECUTIVE COMPENSATION ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE23EXECUTIVE COMPENSATION"Pay Elements"“Pay Elements” section of the CD&A: Element of Pay CompositionMetricsRationaleBase Salary Composition Metrics Rationale Base Salary Cash — executive'sexecutive’s responsibilities Annual Cash
Incentives Cash 70% to
Non-Financial Goals
(Value Creation Goals) 25% to 30% Non-Financial Goals(including Value Creation and Organizational Realignment Goals) Long-Term Incentives
Share Units
Units (FTSE NAREIT All
(FTSE Nareit All-
Equity REIT Index &
Selected Peer Group) executives'executives’ long-term interests with those of A&B's&B’s shareholders, motivates long-term performance50% Restricted Stock Units3-year vesting period Health and Welfare
Benefits — Retirement Benefits — Severance Benefits — Company'sCompany’s overall performance in 20192020 was reflected in elements of compensation earned by NEOs (excluding the Interim CFO) for 2019.2020. For the pay elements listed above, A&B targets pay at around the 50th percentile.Company'sCompany’s combination of pay elements is designed to place greater emphasis on performance-based compensation, while at the same time focusing on long-term talent retention and ensuring an appropriate balance between pay and risk. The Committee believes this is consistent with one of its key compensation objectives, which is to align management and shareholder interests. For 2019,2020, the Target Total Direct Compensation ("TDC"(“TDC”) mix was generally within the same range as competitive practices based on survey data for each element of pay, as shown by the following table. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT
EXECUTIVE COMPENSATION PAGE24EXECUTIVE COMPENSATION
Percentage of Target Total Direct Compensation
Provided by Each Pay Element for 2019![[MISSING IMAGE: tm212301d1-bc_percentagebw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/tm212301d1-bc_percentagebw.jpg)
executive'sexecutive’s salary range NEO's CEO'sCEO’s and other NEO'sNEO’s annual compensation, the Committee also considers the ratio of the CEO'sCEO’s annual compensation relative to the average annual compensation for the other NEOs, as compared with such a ratio based on 50th percentile benchmark data. For 2019,2020, the Company'sCompany’s CEO-to-NEOs pay ratio was lower than the 50th percentile ratio of companies in our executive talent market. This finding indicates that our CEO'sCEO’s annual compensation is reasonable in relation to these benchmarks.executive'sexecutive’s responsibilities. The Company believes that salary is less impactful than performance-based compensation in achieving the overall objectives of the Company'sCompany’s executive compensation program. Accordingly, at target, less than half (between 22% to 45%, excluding the Interim CFO)) of a NEO'sNEO’s total compensation is paid as salary. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE25EXECUTIVE COMPENSATIONCEO'sCEO’s annual salary change on the basis of the factors listed previously in theAssessment of Total Compensation section. The Board has a formal performance review process for the CEO that includes categories such as, but not limited to: company goals, financial results, strategic leadership, corporate culture, business management, and talent management. Each Board member has an opportunity to provide specific input on the CEO'sCEO’s performance across key categories. The results of this process are carefully considered by the Board and the Compensation Committee in determining the CEO'sCEO’s annual salary and incentive award.
EXECUTIVE COMPENSATION Any baseWhile the Committee approved certain NEO salary adjustments in February 2020, the management team later recommended no salary increases for NEOs in 2019 reflected increases based on performance andlight of the factors listed inimpacts of theAssessment of Total Compensation section above.20182019 – 20192020 NEO Base Salary
as of 12/31/19 % Change Base Salary
as of 12/31/20 Mr. Benjamin $ 690,000 0% $ 690,000 Mr. Brown $ 400,000 0% $ 400,000 Mr. Parker $ 397,838 0% $ 397,838 Mr. Chun $ 362,805 0% $ 362,805 Ms. Ching $ 305,933 0% $ 305,933 Base Salary
as of 12/31/18% Change Base Salary
as of 12/31/19 $ 670,000 3% $ 690,000 N/A N/A $ 400,000 $ 386,250 3% $ 397,838 $ 352,238 3% $ 362,805 $ 297,022 3% $ 305,933 $ 50,000/mo. N/A N/A *Mr. Brown joined A&B on May 8, 2019.**Ms. Laing served as Interim CFO from 11/15/18 through 5/7/19.2019,2020, annual incentives for NEOs were provided through the Alexander & Baldwin, Inc. Performance Improvement Incentive Plan ("PIIP"(“PIIP”) to motivate and reward executives for achievement of pre-established financial and value creation and individual goals, as applicable. The Company believes that the annual incentive structure drives the following objectives:•••2019.2020.• 70% to 75%) – Rewards the accomplishments of financial priorities to ensure that executives are held accountable for the financial health and discipline of the Company. The targets are based on the Company'sCompany’s Board-approved operating plan and adjusted in certain instances to exclude the effect of certain items. 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, Company capabilities, performance objectives, and the Company'sCompany’s strategic plan. Although created pre-COVID, financial goals remained unchanged despite the financial challenges brought on by the pandemic. The maximum and threshold performance ranges were determined on the basis of the level of difficulty in achieving the objective and are intended to ensure an enduring standard of performance. PayoutsPool funding can range betweenfrom 0% to 300%200% of target, although the overall bonus pool can range only between 0% to 200%.target.• and Organizational Realignment Goals (weighted 25% to 30%) – Rewards the accomplishments of strategic priorities and milestones that are not immediately reflected in financial results but create value for shareholders. Examples include identifying and pursuing redevelopmentpositioning non-core projects for sale, strengthening our Company balance sheet, advancing technology projects and build-for-hold projects, converting non-income generating assets into commercial properties with a stable or growing income stream,systems initiatives, and making forward progress on organizational realignmentsimplification. The value creation goals were modified slightly at mid-year to streamlineproperly reflect the organization and increase departmental efficiencies.changing priorities brought on by the pandemic. With input from the CEO, the Compensation Committee reviews and approves the Value Creation and Organizational Realignment ratings. PayoutsPool funding can range between 0% to 300%200% of target, although the overall bonus pool can range only between 0% to 200%. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE26EXECUTIVE COMPENSATION• – Recognizes individual contributions to Company performance and the executive'sexecutive’s success in fulfilling duties and responsibilities. Each NEO'sNEO’s award can be modified by multiplying the award that would otherwise be paid by between 0% to 150% based on individual performance, so long as the aggregate incentive pool established for PIIP executives is not exceeded.20192020 was based on the Company'sCompany’s operating performance as compared to Financial Goals set at the beginning of the year and Value Creation and Organizational Realignment ratings recommended by the CEO, based on input from senior management and on business actions and outcomes in support of the Company'sCompany’s strategic direction. Recommendations were reviewed and approved by the Compensation Committee. The levelslevel of achievement for each goal is rated on a scale from 0 to 3, as follows: 0 for below threshold performance, 1.0 for threshold performance, 2.0 for target performance and to 3.0 for maximum performance.
EXECUTIVE COMPENSATION CEO'sCEO’s award is determined separately by the Compensation Committee and does not positively or negatively affect the aggregate incentive pool. Performance Metrics ($ in millions) Threshold Target Maximum Actual 0-3 Rating Same-Store Cash NOI Growth(1) 1.3% 2.7% 4.3% -12.7% 0.0 Non-Same-Store Cash NOI(1) $ 17.6 $ 18.2 $ 18.9 $ 13.5 0.0 Adjusted Free Cash Flow(1) $ 77.0 $ 85.6 $ 102.7 $ 76.2 0.0 Adjusted Non-Grace G&A Expenses(1) $ 36.2 $ 34.5 $ 31.7 $ 30.0 3.0 Consolidated Adjusted Pre-tax Income(1) $ 41.0 $ 45.6 $ 54.7 $ 19.2 0.0 Value Creation 1.0 2.0 3.0 3.0 3.0 Goal ($ in millions) Threshold Target Maximum Actual 0-3 Rating CRE Same-Store NOI Growth(2) 1.0 % 3.1 % 4.1 % 5.2 % 3.0 CRE Non-Same-Store NOI(2) $ 23.5 $ 24.8 $ 26.0 $ 25.7 2.8 Real Estate Adjusted Operating Cash Flow $ 72.0 $ 84.7 $ 97.4 $ 137.1 3.0 Consolidated Adjusted Operating Cash Flow(2) $ 62.6 $ 73.6 $ 84.6 $ 135.6 3.0 Consolidated Adjusted Pre-tax Income(2) $ 17.1 $ 22.8 $ 28.5 $ 10.9 0.0 Value Creation – Real Estate 1.0 2.0 3.0 1.5 1.5 Value Creation – Consolidated 1.0 2.0 3.0 1.5 1.5 Organizational Realignment – Real Estate 1.0 2.0 3.0 2.0 2.0 Organizational Realignment – Consolidated 1.0 2.0 3.0 2.0 2.0 and Organizational Realignment accomplishments achieved by each of the operating segments and the Company on a consolidated basis. The incentive compensation for Mr. Parker was based on CRE Same-Store NOI Growth, CRE Non-Same-Store NOI and Real Estate Adjusted Operating Cash Flow, and Value Creation and Organizational Realignment ratings for real estate operations.2019,2020, funding of the PIIP awards for Mr. Brown, Mr. Parker, Ms. Ching and Mr. Chun was derived based on the Value Creation rating (collectively weighted 25%) and from the followingratings of all other performance measures: CRE Same-Store NOI Growth, CRE Non-Same-Store NOI, Consolidated Adjusted Operating Cash Flow and Consolidated Adjusted Pre-tax Incomemetrics listed in the table above (collectively weighted 70%) and Consolidated Value Creation and Organizational Realignment ratings (collectively weighted 30%75%). These factors were selected because the Company believes they best reflect the results of business execution and profitability levels of the respective operations, and Value Creation reflects accomplishments of the Company that create long-term value for shareholders that are not necessarily reflected in annual financial results.•Mr. Parker'saward funding was derived from the following performance measures: CRE Same-Store NOI Growth, CRE Non-Same-Store NOI and Real Estate Adjusted Operating Cash Flow (collectively weighted 75%) and Value Creation and Organizational Realignment ratings for the real estate operations only (collectively weighted 25%).20192020 performance shown above, the actual pool funding for the financial goals was 87.6%20% of target for Mr. Parker, Mr. Brown, Mr. Chun and Ms. Ching, while pool funding for the Value Creation and Organizational Realignment goals was 25%50% of target, for a total payout of 112.6% of target. Mr. Parker'sPIIP pool funding was comprised of 145.2% of target for the real estate financial goals and 21.2% of target for the real estate Value Creation and Organizational Realignment goals, for a total of 166.4%70% of target. The CEO recommended, and the Committee approved no modificationthe use of these NEO awardsindividual modifiers for 2019.LaingChing, and a 90% individual modifier was not eligibleapplied to participate in the PIIP for 2019.(2)Refer to pages 42 to 44 for reconciliations of GAAP to non-GAAP measures. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE27EXECUTIVE COMPENSATIONCEO'sCEO’s annual incentive is determined by the Compensation Committee separately from other plan participants. The award is calculated using a 70%75% weighting for the same Financial Goals applicable to Mr. Brown, Mr. Chun and Ms. Ching,all other NEOs plus the additional Financial Goal below, and a 30%25% weighting for the Committee'sCommittee’s subjective assessment of progress in achieving other Non-Financial Goals. The Value Creation and Organizational Realignment Goals do not apply to the CEO, as the CEO is involved in the determination of the results. Instead, the Compensation Committee and the Board of Directors evaluate the CEO'sCEO’s non-financial performance based on a number of criteria, including leadership and execution of strategy. Based on that evaluation, the Compensation Committee rates the CEO'sCEO’s non-financial performance on a scale from 0 to 3, as follows: 0 for below threshold performance, 1.0 for threshold performance, 2.0 for target performance and to 3.0 for maximum performance. The Committee rated the CEO'sCEO’s non-financial performance at 1.5, halfway between threshold and target.3.0. The Committee considered the positive momentum achieved inleadership provided by the commercial real estate business, theCEO during an unprecedented period, advancement of strategic priorities, continued progress made in monetization of non-core assets, protecting the safety and thehealth of employees and favorable steps taken to advance the Company'sadvancement of organizational transformation, but determined that the challenges experienced in the Materials and Construction segment and their impacts on the broader corporate simplification effort and balance sheet warranted a below-target award. Additional CEO Performance Metric ($ in mil.) Threshold Target Maximum Actual 0-3 Rating Grace Adjusted EBITDA (1) $ 7.9 $ 13.3 $ 19.8 $ 2.3 0.0 CEO's 2019CEO’s 2020 award, after calculation of the Financial Goals and the Non-Financial Goals, the Compensation Committee awarded the CEO a total incentive award of $835,000,$455,400, which was 110%60% of target.
EXECUTIVE COMPENSATION Target PIIP Award Actual as a % of Actual PIIP Award NEO % of Base Salary $ Target % of Base Salary $ Mr. Benjamin 110% $ 759,000 60% 66% $ 455,400 Mr. Brown 80% $ 320,000 63% 50% $ 201,600 Mr. Parker 80% $ 318,270 70% 56% $ 222,789 Mr. Chun 55% $ 199,543 70% 39% $ 139,680 Ms. Ching 55% $ 168,253 70% 38% $ 117,784 Target PIIP Award Actual as a % of Actual PIIP Award % of Base Salary $ Target % of Base Salary $ 110% $ 759,000 110.0% 121.0% $ 835,000 70% $ 186,667 112.6% 78.8% $ 210,248 70% $ 278,487 166.4% 116.5% $ 463,411 55% $ 199,543 112.6% 61.9% $ 224,639 55% $ 168,253 112.6% 61.9% $ 189,245 N/A N/A N/A N/A N/A *All dollar amounts for Mr. Brown are prorated for eight months of service, as he was hired in May 2019.**Ms. Laing, as Interim CFO, was not eligible for PIIP. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE28EXECUTIVE COMPENSATION Target LTI LTI Vehicle Mix NEO Value PSUs RSUs Mr. Benjamin $ 1,700,000 50% 50% Mr. Brown $ 700,000 50% 50% Mr. Parker $ 600,000 50% 50% Mr. Chun $ 250,000 50% 50% Ms. Ching $ 250,000 50% 50% Target LTI LTI Vehicle Mix NEO Value PSUs RSUs Mr. Benjamin $ 1,620,000 50% 50% Mr. Brown $ 500,000 50% 50% Mr. Parker $ 600,000 50% 50% Mr. Chun $ 250,000 50% 50% Ms. Ching $ 250,000 50% 50% Ms. Laing* N/A N/A N/A *Ms. Laing, as Interim CFO, was not eligible for a 2019 equity grant.•Company'sCompany’s common stock.•&B's&B’s TSR results relative to the TSR of companies that comprise the FTSE NAREIT All REITsNareit All-Equity Index and a select group of peer REITs that are a subset of the FTSE NAREIT All REITsNareit All-Equity Index focused on shopping center and diversified companies, with market capitalization between $500 million and $6 billion. PSUs have concurrent three-year performance and vesting horizons. Under the service-vesting requirement, recipients must remain employed until the end of the performance and vesting period to earn any shares that become issuable. Pro-rata vesting will apply to the extent employment ceases with the Company during the performance period by reason of death, disability or retirement, with proration to be applied to the number of shares resulting from the Company'sCompany’s relative TSR over the performance period.period (i.e., actual performance). PSUs are intended to motivate recipients to focus on A&B shareholder returns relative to the share performance of other U.S.-based companies with similar market capitalization. The service requirement provides that PSUs cliff vest after a three-year period (concurrent with the performance period), as defined by the award. Payment of accrued dividend equivalents on PSUs will be made upon attainment of the applicable performance goals and will be paid according to the number of actual shares earned.
EXECUTIVE COMPENSATION 20192020 PSUsPerformanceEarnout*Threshold35th Percentile35% of TargetTarget55th Percentile100% of TargetMaximum75th Percentile200% of Target Performance Earnout* Threshold 35% of Target Target 100% of Target Maximum 200% of Target 20172018 PSUs: With TSR at the 17.517.9 percentile for the S&P Midcap 400FTSE Nareit All-Equity index and at the 7.715.3 percentile for the Dow Jones U.S. Real EstateSelected Peer Group index, none0% of the PSUs granted in 20172018 were earned. Amounts forfeited were as follows: Mr. Benjamin – 24,43232,514 PSUs, Mr. Parker – 5,75810,838 PSUs, and Mr. Chun and Ms. Ching – 5,2334,967 PSUs. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE29EXECUTIVE COMPENSATION2019 NEO Base Salary as of
12/31/20 Target PIIP
Award 2020 LTI
Grant Target Total Direct
Compensation Mr. Benjamin $ 690,000 $ 759,000 $ 1,700,000 $ 3,149,000 Mr. Brown $ 400,000 $ 320,000 $ 700,000 $ 1,420,000 Mr. Parker $ 397,838 $ 318,270 $ 600,000 $ 1,316,108 Mr. Chun $ 362,805 $ 199,543 $ 250,000 $ 812,348 Ms. Ching $ 305,933 $ 168,253 $ 250,000 $ 724,186 Base Salary as of
12/31/19Target PIIP
Award2019 LTI
GrantTarget Total Direct
Compensation $ 690,000 $ 759,000 $ 1,620,000 $ 3,069,000 $ 400,000 $ 280,000 $ 500,000 $ 1,180,000 $ 397,838 $ 278,487 $ 600,000 $ 1,276,325 $ 362,805 $ 199,543 $ 250,000 $ 812,348 $ 305,933 $ 168,253 $ 250,000 $ 724,196 N/A N/A N/A N/A *Amounts have not been prorated.**Ms. Laing, as Interim CFO, was not eligible for a PIIP or LTI grant."Qualified“Qualified Retirement Plan"Plan”), which is a tax-qualified defined benefit pension plan, provides pension benefits to the Company'sCompany’s salaried non-bargaining unit employees. The Pension Benefits table of this Proxy Statement provides further information regarding the Qualified Retirement Plan. In 2007, A&B Predecessor closed participation in its traditional defined pension plan for new non-bargaining unit employees hired after January 1, 2008. Effective January 1, 2012, the Company froze benefit accruals under its traditional defined benefit plans for all non-bargaining unit employees hired before January 1, 2008 and replaced the benefit with a cash balance formula in which participants accrueaccrued 5% of their eligible annual compensation. Effective January 1, 2020, the Company froze benefit accruals under the cash balance formula and replaced the benefit with a non-elective company contribution in which participants are immediately eligible to receive 3% of their annual eligible compensation."IDC Plan"“IDC Plan”) available to all salaried non-bargaining unit employees thatemployees. Beginning in 2020, the IDC Plan provided for a match of up to three percent of the eligible compensation deferred by a participant during the fiscal year, subject to IRS maximum compensation limitations and a non-elective Company contribution equal to 3% of eligible compensation.20192020 AIP goals as determined by the Compensation Committee. There was a 3.65% gain-sharing contribution for 2019. Effective January 1, 2020, employeesEmployees are immediately will be eligible for up to five percent of annual base compensation, based on achievement of goals.In 2019, the IDC Plan provided There was a 0.9% profit-sharing contribution for a match of up to three percent of the compensation deferred by a participant during the fiscal year, subject to IRS maximum compensation limitations. Effective January 1, 2020, employees will immediately be eligible for a match of up to 3% of their eligible compensation."Excess“Excess Benefits Plan"Plan”) for executives is designed to meet the retirement plan objectives described above. Certain executives, including all NEOs, are eligible to participate in the Excess Benefits Plan. It complements the Qualified Retirement Plan and the IDC Plan by providing benefits and contributions in amounts that could not be provided by those plan'splan’s formulas due to the limits imposed by tax law. Effective January 1, 2020, the Company
EXECUTIVE COMPENSATION "at will"“at will” employment.October 10, 2018, Ms. Laing was appointed Interim Executive Vice President; she became Interim CFO, effective November 15, 2018. The CompanyMay 8, 2019, we entered into a letter agreement with Ms. Laing dated September 28, 2018, under which Ms. Laing was paid a base salary of $50,000 per month. Under the terms of the agreement, Ms. Laing's interim role would not last beyond April 10, 2019, with a one-time possible extension of no more than 90 days. Ms. Laing served as InterimBrett A. Brown, Executive Vice President and Interim CFO, through May 7, 2019. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE30EXECUTIVE COMPENSATIONEffective May 8, 2019, Brett A. Brown was appointed Executive Vice President and CFO. The Company entered into a letter agreement with Mr. Brown dated March 21, 2019, under which Mr. Brown (i) was paid an annual base salary of $400,000, (ii) received a long-term incentive grant of $500,000, split equally between time-based restricted stock units and performance share units under the 2012 Plan, (iii) became a participant in the PIIP with a target of $280,000, and (iv) received relocation expenses up to $50,000 (plus tax gross up) and a $25,000 signing bonus.changeChange in controlControl agreements to certain executives, including the NEOs, to retain talent during transitions due to a Change in Control or other covered event and to provide a competitive pay package. The Compensation Committee designed the change in control agreement to provide a competitively structured program, and yet be conservative overall in the amounts of potential award payouts. The Compensation Committee'sCommittee’s decisions regarding other compensation elements are affected by the potential payouts under these arrangements, as the Committee considers how the terms of these arrangements and the other pay components interrelate. These agreements are described in further detail in the "Other“Other Potential Post-Employment Payments"Payments” section of this Proxy Statement.Company'sCompany’s contribution towards the monthly medical premium is based on the employee'semployee’s age and years of service and is capped at $136 per month. The benefits from these plans are reflected in the "Other“Other Potential Post-Employment Payments"Payments” section of this Proxy Statement.Company'sCompany’s business but instead, based on the recommendation of WTW, uses data from three national and highly recognized published surveys representing a broad group of general industry and real estate companies similar in size to the Company to assess the Company'sCompany’s pay practices. WTW uses data subsets in each survey that represent companies of similar size with revenues between $250 million and $1 billion. The survey sources provide only one of the tools that the Committee uses to assess appropriate pay levels. Internal equity, Company performance, business unit performance, compensation philosophy, performance consistency, historical pay movement, pay mix, pay risk, economic environment and individual performance are also reviewed.20192020 CDB General Industry Executive Database•20192020 Long-term Incentives, Policies and Practices Survey•forof Real Estate Investment Trust (NAREIT) 2019Trusts (Nareit) 2020 Compensation Survey•••
EXECUTIVE COMPENSATION WTW'sWTW’s work, policies and procedures and determined that no conflicts of interest exist. In accordance with the New York Stock Exchange ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE31EXECUTIVE COMPENSATION("NYSE" (“NYSE”) requirements, the Compensation Committee annually assesses the independence of its compensation consultant, outside legal counsel, and other advisers who will provide services with respect to executive compensation matters.management'smanagement’s perspective on compensation plan structure and implementation•••CEO'sCEO’s assessment of individual officer performanceCompany'sCompany’s executive compensation structure, the Compensation Committee considers tax and accounting treatment, balancing the effects on the individual and the Company. Until the adoption of the Tax Cuts and Jobs Act (the "Tax Act") on December 22, 2017, Section 162(m) of the Internal Revenue Code limited the tax deductibility of certain executive compensation in excess of $1,000,000 for any fiscal year, except for certain "performance-based compensation." With the passage of the Tax Act, only qualifying performance-based compensation paid pursuant to a written binding contract in effect on November 2, 2017 (and not modified in any material respect on or after November 2, 2017) as set forth under the Tax Act will be eligible for this deduction exception. The Tax Act also expanded the executive officers covered by Section 162(m) to include the chief financial officer position as well as any person who ever was a covered executive for any prior taxable year, beginning after December 31, 2016. As a result of these changes, starting in 2018, most compensation in excess of $1,000,000 payable to any person who was a named executive officer of the Company since fiscal year 2016 is not deductible, regardless of whether the compensation is performance-based. The Compensation Committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor, in establishing the cash and equity compensation programs for the executive officers. Section 162(m) of the Code generally limits to $1.0 million the amount of remuneration that the Company may deduct in any calendar year for certain executive officers. Prior to 2018, the Company structured annual incentive awards and long-term incentive awards with the intention of meeting the exception to this limitation for “performance-based” compensation, as defined in Section 162(m) of the Code, so that these amounts could be fully deductible for income tax purposes. The performance-based exception was eliminated effective as of January 1, 2018, and compensation paid to the NEOs in excess of $1.0 million will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Compensation Committee believes that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to the Company'sCompany’s financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. TheAccordingly, the Compensation Committee will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible. Position Salary Multiple PositionCEO Salary Multiple 5X CEO5XOther NEOs 3X 3X ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE32EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION "clawback"“clawback” policy for senior management, including all NEOs. Pursuant to the policy, the Company will seek to recoup certainrecover from each Participant, as defined in the policy, the full or partial portion of any incentive compensation including cash and equity bonuses based uponpaid or granted to, or received by, such Participant during the achievement of financial performance metrics, from executives inthree-year period preceding the event thatdate on which the Company is required to restate itsprepare an accounting restatement that is greater than the amount that would have been paid, granted or received had the financial statements due to a material noncompliance with any financial reporting requirement.During 2019, the members of thewere Ms. Wall (through April 26, 2019), Mr. Harrison (since April 26, 2019), Mr. Lewis and Ms. Saito. As set forth above under the subsection "Certain Relationships and Transactions," Ms. Wall is an executive officerInterlocks or Insider Participation in a corporation that is a tenant in several properties owned by A&B subsidiaries with leases established at market rates. Mr. Harrison is an executive officer in a corporation that has lending and tenant relationships with A&B, with loans and leases established at market rates. Because of these related person transactions, Ms. Wall and Mr. Harrison did not participate in any equity compensation decisions. Ms. Wall did not stand for re-election at the 2019 Annual Meeting and is not a director nominee for 2020.
EXECUTIVE COMPENSATION ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE33EXECUTIVE COMPENSATION
Summary Compensation Table.The following table summarizes the compensation paid by A&B to its NEOs in 2020, 2019 2018 and 2017.20192018. Name and
Principal Position
(a) Year
(b) Salary
($)
(c) Bonus
($)(1)
(d) Stock
Awards
($)(2)
(e) Option
Awards
($)
(f) Non-Equity
Incentive
Plan
Compensation
($)(3)
(g) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
(h) All Other
Compensation
($)(5)
(i) Total
($)
(j)
President and Chief
Executive Officer 2020 690,000 386,400 1,946,094 N/A 69,000 300,551 78,710 3,470,755 2019 685,000 170,116 1,969,270 N/A 664,884 390,393 33,403 3,913,066 2018 665,000 268,504 2,003,838 N/A 509,768 0(6) 32,323 3,479,433
Executive Vice President &
Chief Financial Officer 2020 400,000 137,600 801,301 N/A 64,000 0 40,728 1,443,629 2019 259,231 71,728 604,043 N/A 163,500 N/A 96,668(8) 1,195,170
Executive Vice President and
Chief Real Estate Officer 2020 397,838 159,135 686,836 N/A 63,654 74,887 49,185 1,431,535 2019 394,941 59,048 729,337 N/A 404,363 87,508 22,815 1,698,012 2018 383,438 58,734 667,946 N/A 234,938 5,608 22,130 1,372,794
Executive Vice President and
Chief Legal Officer 2020 362,805 99,771 286,186 N/A 39,909 32,480 38,737 859,888 2019 360,163 49,839 303,877 N/A 174,800 77,702 21,546 987,927 2018 349,674 70,566 306,116 N/A 133,972 0(9) 20,908 881,236
Executive Vice President,
External Affairs 2020 305,933 84,131 286,186 N/A 33,653 145,361 32,700 887,964 2019 275,244 42,027 303,877 N/A 147,398 193,129 18,304 979,979 2018 277,923 59,504 306,116 N/A 112,971 0(10) 15,146 771,660 Name and
Principal Position
(a)
Year
(b) Salary
($)
(c) Bonus
($)(1)
(d) Stock
Awards
($)(2)
(e) Option
Awards
($)
(f) Non-Equity
Incentive
Plan
Compensation
($)(3)
(g) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
(h) All Other
Compensation
($)(5)
(i) Total
($)
(j) Christopher J. Benjamin 2019 685,000 170,116 1,969,270 N/A 664,884 390,393 33,403 3,913,066 President and Chief 2018 665,000 268,504 2,003,838 N/A 509,768 0 (6) 32,323 3,479,433 Executive Officer 2017 642,000 312,000 1,351,879 N/A 382,327 229,870 8,100 2,926,176 Brett A. Brown(7)
Executive Vice President & Chief Financial Officer 2019 259,231 71,728 604,043 N/A 163,500 N/A 96,668 (8) 1,195,170 Lance K. Parker 2019 394,941 59,048 729,337 N/A 404,363 87,508 22,815 1,698,012 Executive Vice President and 2018 383,438 58,734 667,946 N/A 234,938 5,608 22,130 1,372,794 Chief Real Estate Officer 2017 340,863 61,543 318,612 N/A 201,109 65,842 8,100 996,069 Nelson N. S. Chun 2019 360,163 49,839 303,877 N/A 174,800 77,702 21,546 987,927 Executive Vice President and 2018 349,674 70,566 306,116 N/A 133,972 0 (9) 20,908 881,236 Chief Legal Officer 2017 339,489 82,075 289,608 N/A 100,575 38,926 8,100 858,773 Meredith J. Ching 2019 275,244 42,027 303,877 N/A 147,398 193,129 18,304 979,979 Executive Vice President, 2018 277,923 59,504 306,116 N/A 112,971 0 (9) 15,146 771,660 External Affairs 2017 264,088 69,209 289,608 N/A 84,809 222,678 7,923 938,315 Diana M. Laing(10) 2019 213,846 N/A N/A N/A N/A N/A N/A 213,846 Interim Executive Vice
President & Chief Financial
Officer 2018 134,531 N/A N/A N/A N/A N/A N/A 134,531 (1)NEO'sNEO’s award attributable to Value Creation goals and individual modifiers under the PIIP program for the fiscal year identified in column (b) payable in cash in February of the following year. Mr. Brown'sBrown’s 2019 award includes a $25,000 signing bonus.(2)2019.2020. Performance stock units awarded in 20192020 vest in January 2022February 2023 if performance goals are attained at target. If maximum performance goals applicable to the performance stock units were to be achieved, the values in this column with respect to 20192020 would be as follows: Mr. Benjamin, $3,128,546;$3,042,206; Mr. Brown, $958,100;$1,252,622; Mr. Parker, $1,158,685;$1,073,688; Mr. Chun, $482,764$447,376 and Ms. Ching, $482,764.$447,376. If performance goals are not attained at threshold, all performance stock units will be forfeited. See Note 1316 of the consolidated financial statements of the Company's 2019Company’s 2020 Annual Report on Form 10-K regarding the assumptions underlying the valuation of equity awards.(3)NEO'sNEO’s award attributable to financial goals under the PIIP program for the fiscal year identified in column (b) payable in cash in February of the following year.(4)NEO'sNEO’s accumulated benefit under all defined benefit and actuarial pension plans.(5)NEO'sNEO’s account under the A&B Individual Deferred Compensation and Profit Sharing Plan and Alexander & Baldwin Inc. Excess BenefitsNon-Qualified Defined Contribution Plan.(6)(7)(8)(9)(10)Ms. Lainghired on 10/10/18 with a base salarydecrease of $50,000 per month and no other short or long-term incentives. She served as Interim CFO through May 7, 2019. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT
EXECUTIVE COMPENSATION PAGE34EXECUTIVE COMPENSATION
Grants of Plan-Based Awards. The following table contains information concerning the non-equity and equity grants under A&B's&B’s incentive plans during 20192020 to the NEOs.2019 Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards(1) Estimated Future
Payouts
Under Equity
Incentive
Plan Awards(2) All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or Units
(#)(3)
(i) All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)(4)
(j) Exercise
or Base
Price of
Option
Awards
($/Sh)
(k) Grant
Date Fair
Value
of Stock
and
Option
Awards
($)(5)
(l) Name
(a) Grant
Date
(b) Threshold
($)
(c) Target
($)
(d) Maximum
($)
(e) Threshold
(#)
(f) Target
(#)
(g) Maximum
(#)
(h) Christopher J. Benjamin 2/1/20 284,625 569,250 1,138,500 13,609 38.883 77,766 38,883 N/A N/A 1,946,094 Brett A. Brown 2/1/20 120,000 240,000 480,000 5,604 16,010 32,020 16,010 N/A N/A 801,301 Lance K. Parker 2/1/20 119,351 238,703 477,406 4,803 13,723 27,446 13,723 N/A N/A 686,836 Nelson N. S. Chun 2/1/20 74,829 149,657 299,314 2,001 5,718 11,436 5,718 N/A N/A 286,186 Meredith J. Ching 2/1/20 63,099 126,197 252,395 2,001 5,718 11,436 5,718 N/A N/A 286,186 Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards(1) Estimated Future
Payouts
Under Equity
Incentive
Plan Awards(2) All
Other
Stock
Awards:
Number
of
Shares
of
Stock All Other
Option
Awards:
Number
of
Securities
Underlying Exercise
or Base
Price of
Option Grant
Date Fair
Value
of Stock
and
Option Name
(a) Grant
Date
(b) Threshold
($)
(c) Target
($)
(d) Maximum
($)
(e) Threshold
(#)
(f) Target
(#)
(g) Maximum
(#)
(h) or Units
(#)(3)
(i) Options
(#)(4)
(j) Awards
($/Sh)
(k) Awards
($)(5)
(l) 1/28/19 265,650 531,300 1,062,600 12,500 35,714 71,428 35,714 N/A N/A 1,969,270 7/29/19 98,000 196,000 392,000 3,755 10,729 21,458 10,729 N/A N/A 604,043 1/28/19 104,432 208,865 417,730 4,629 13,227 26,454 13,227 N/A N/A 729,337 1/28/19 69,840 139,680 279,360 1,929 5,511 11,022 5,511 N/A N/A 303,877 1/28/19 58,892 117,784 235,568 1,929 5,511 11,022 5,511 N/A N/A 303,877 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A (1)(2)20192020 vest in January 2022February 2023 if performance goals are attained during the performance period.(3)grants awarded.awards.(4)2019.2020.(5)2019.2020. See Note 1316 of the consolidated financial statements of the Company's 2019Company’s 2020 Annual Report on Form 10-K regarding the assumptions underlying the valuation of equity awards.(6)Ms. Laing was hired on 10/10/18 as Interim Executive Vice President and CFO with a base salary of $50,000 per month, with no equity or non-equity-based incentives and served through May 7, 2019. She received an equity grant for service as a director, as reflected in the 2019 Director Compensation table.depending onfor the executive'sCompany, as well as individual modifiers reflecting the executive’s job responsibilities and individual performance. Performance measures, weighting of goals and target opportunities are discussed in the CD&A section of this Proxy Statement. Information on equity grants is provided in the CD&A section of this Proxy Statement.
EXECUTIVE COMPENSATION ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE35EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-End. The following table contains information concerning the outstanding equity awards held by the NEOs.2019 Option Awards Stock Awards Name
(a) Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b) Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c) Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d) Option
Exercise
Price
($)
(e) Option
Expiration
Date
(f) Number
of Shares
or Units of
Stock that
Have Not
Vested
(#)
(g) Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(5)
(h) Equity In-
centive Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
(#)
(i) Equity In-
centive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
($)(5)
(j) Christopher J. Benjamin 50,677 — — 14.92 1/24/2022 73,531(1) 1,263,263 107,111(6) 1,840,167 Brett A. Brown N/A N/A N/A N/A N/A 23,163(2) 397,940 26,739(7) 459,376 Lance K. Parker — — — — — 26,154(3) 449,326 37,788(8) 649,198 Nelson N.S. Chun 23,389 — — 14.92 1/24/2022 11,048(4) 189,805 16,196(9) 278,247 Meredith J. Ching 17,539 — — 14.92 1/24/2022 11,048(4) 189,805 16,196(9) 278,247 Option Awards Stock Awards
(a) Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b) Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c) Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d) Option
Exercise
Price
($)
(e) Option
Expiration
Date
(f) Number
of Shares
or Units of
Stock that
Have Not
Vested
(#)
(g) Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(5)
(h) Equity In-
centive Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
(#)
(i) Equity In-
centive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
($)(5)
(j) 50,677 — — 14.92 1/24/2022 65,534 (1) 1,373,593 92,660 (6) 1,942,154 N/A N/A N/A N/A N/A 10,729 (2) 224,880 10,729 (7) 224,880 1,740 — — 13.11 1/25/2021 22,373 (3) 468,938 29,823 (8) 625,090 31,291 — — 13.11 1/25/2021 10,568 (4) 221,505 15,711 (9) 329,303 23,389 — — 14.92 1/24/2022 23,466 — — 13.11 1/25/2021 10,568 (4) 221,505 15,711 (9) 329,303 17,539 — — 14.92 1/24/2022 N/A N/A N/A N/A N/A N/A N/A N/A N/A (1)8,14410,838 shares on 1/24/20; 10,838 shares each on 1/29/20, and 1/29/21; 11,904 shares on 1/28/20 and 11,905 shares each on 1/28/21, and 1/28/22.22; 12,961 shares on each on 2/1/21, 2/1/22, and 2/2/23.(2)eachshares on 7/29/20 and 7/29/21 and 3,577 shares on 7/29/22; 5336 shares on 2/1/21 and 5,337 shares each on 2/1/22 and 2/1/23.(3)1,9203,613 shares on 1/24/20; 3,613 shares each on 1/29/20 and 1/29/21; 4,409 shares each on 1/28/20, 1/28/21 and 1/28/22.22; 4,574 shares each on 2/1/21 and 2/1/22 and 4,575 shares on 2/2/23.(4)1,7451,656 shares on 1/24/20; 1,656 shares each on 1/29/20 and 1/29/21; 1,837 shares each on 1/28/20, 1/28/21 and 1/28/22.22; 1,906 shares each on 2/1/21, 2/1/22, and 2/1/23.(5)$20.96.$17.18.(6)24,432 on 1/24/20; 32,514 shares on 1/29/21; and 35,714 shares on 1/28/2222; 38,883 shares on 2/1/23.(7)22.22; 16,010 shares on 2/1/23.(8)5,758 on 1/24/20; 10,838 shares on 1/29/21; and 13,227 shares on 1/28/22.22; 13,723 shares on 2/1/23.(9)5,233 on 1/24/20; 4,967 shares on 1/29/21; and 5,511 shares on 1/28/22.
EXECUTIVE COMPENSATION ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE36EXECUTIVE COMPENSATION2019.20192020 OPTION AWARDS STOCK AWARDS Name
(a) Number of Shares
Acquired on
Exercise
(#)
(b) Value Realized
on Exercise
($)
(c) Number of Shares
Acquired on
Vesting
(#)
(d)(4) Value Realized
on Vesting
($)
(e) Christopher J. Benjamin 0 0 30,886 676,494 Brett A. Brown N/A N/A 3,576 43,127 Lance K. Parker 1,740 3,236 9,942 217,794 Nelson N. S. Chun 31,291 86,989 5,238 114,722 Meredith J. Ching 23,466 43,647 5,238 114,722 OPTION AWARDS STOCK AWARDS
(a)Number of Shares
Acquired on
Exercise
(#)
(b)Value Realized
on Exercise
($)
(c)Number of Shares
Acquired on
Vesting
(#)
(d)(4)Value Realized
on Vesting
($)
(e) 126,874 1,454,602 26,788 601,298 0 0 0 0 0 0 7,266 163,322 14,252 183,498 5,784 129,756 29,929 373,514 5,784 129,756 0 0 0 0
Pension Benefits. The following table contains information concerning pension benefits for the NEOs at the end of 2019.20192020 Name
(a) Plan
Name
(b) Number of
Years Credited
Service(1)
(#)
(c) Present
Value of
Accumulated
Benefit
($)
(d) Payments
During Last
Fiscal Year
($)
(e) Christopher J. Benjamin A&B Retirement Plan for Salaried Employees 18.4 755,533 — A&B Excess Benefits Plan 18.4 1,767,467 — Brett A. Brown A&B Retirement Plan for Salaried Employees 0 — — A&B Excess Benefits Plan 0 — — Lance K. Parker A&B Retirement Plan for Salaried Employees 15.3 367,995 — A&B Excess Benefits Plan 15.3 73,475 — Nelson N. S. Chun A&B Retirement Plan for Salaried Employees 16.2 578,852 — A&B Excess Benefits Plan 16.2 633,921 — Meredith J. Ching A&B Retirement Plan for Salaried Employees 37.6 1,983,134 — A&B Excess Benefits Plan 37.6 643,160 —
(a)Plan Name
(b)Number of
Years Credited
Service(1)
(#)
(c)Present
Value of
Accumulated
Benefit
($)
(d)Payments
During Last
Fiscal Year
($)
(e) A&B Retirement Plan for Salaried Employees 18.4 648,219 — A&B Excess Benefits Plan 18.4 1,574,230 — A&B Retirement Plan for Salaried Employees 0 — — A&B Excess Benefits Plan 0 — — A&B Retirement Plan for Salaried Employees 15.3 299,286 — A&B Excess Benefits Plan 15.3 67,297 — A&B Retirement Plan for Salaried Employees 16.2 553,253 — A&B Excess Benefits Plan 16.2 627,040 — A&B Retirement Plan for Salaried Employees 37.6 1,848,839 — A&B Excess Benefits Plan 37.6 632,094 — A&B Retirement Plan for Salaried Employees 0 — — A&B Excess Benefits Plan 0 — —
plan through December 31, 2020.(1)2011; years2011. Effective January 1, 2020, the Company froze benefit accruals under the cash balance plan. Years shown areas based on all years under the plan.3.32% and 2.48%, respectively.December 31, 2020. Age 62 with 5 years of service (or current age, if greater) is the assumed retirement age. Qualified plan benefits (traditional defined benefit and cash balance) are assumed to be paid on a life ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE37EXECUTIVE COMPENSATION1.68%0.71% interest per year (the rate in effect for 2020)2021) with no future pay
EXECUTIVE COMPENSATION 2.13%0.51% (for the first 5 years), 3.07%2.31% (next 15 years) and 3.65%3.15% (years in excess of 20) applied on a rolling basis, and the Applicable Mortality Table, as defined for lump sum calculations under Section 417(e) of the Internal Revenue Code.1.30%0.31% (for the first 5 years), 1.87%1.41% (next 15 years) and 2.23%1.92% (years in excess of 20) applied on a rolling basis, and the Applicable Mortality Table, as defined for lump sum calculations under Section 417(e) of the Internal Revenue Code. The cash balance accounts are projected to the assumed retirement age using 1.68%0.71% interest per year (the rate in effect for 2020)2021) with no future pay credits."Qualified“Qualified Retirement Plan"Plan”) provides pension benefits to the Company'sCompany’s salaried employees who are not subject to collective bargaining agreements. In 2007, A&B Predecessor closed participation in its traditional defined pension plan and established a cash balance plan for new non-bargaining unit employees hired after January 1, 2008. A&B Predecessor subsequently froze the traditional plan on January 1, 2012, transitioning all employees to the cash balance plan and lowering the vesting period from five years to three years. Effective January 1, 2020, the Company froze benefit accruals under the cash balance plan.participants'participants’ service and average monthly compensation in the five highest consecutive years of their final 10 years of service. For participants in the plan who remained employed after its freezing, this measurement period goes only 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 A&B Predecessor or the Company. An employee may take early retirement at age 55 or older, if the employee has already completed at least five years of service with A&B Predecessor or 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.provides aprovided annual retirement account contributions equal to 5 percent of an employee'semployee’s eligible cash compensation, for each year worked through December 31, 2019, while covered by the cash balance formula, plus interest. At retirement or other separation from service, the employee may elect to receive the vested cash balance portion of the Qualified Retirement Plan benefits as a lump sum or an actuarially equivalent annuity. Effective January 1, 2020, the Company froze benefit accruals under the cash balance formula and replaced the benefit with a non-elective company contribution through the A&B Individual Deferred Compensation and Profit Sharing Plan for Salaried Non-Bargaining Employees, in which participants receive 3% of their annual eligible compensation. Participants continue to receive interest credit for the cash balance benefits after the plan freeze.
A&B Excess Benefits Plan: The A&B Excess Benefits Plan is discussed in the CD&A section of this Proxy Statement. 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'sexecutive’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 A&B Retirement Plan, amounts are credited to executives'executives’ accounts based on achievement of goals, to be payable after the executive'sexecutive’s separation from service. All NEOs are eligible to participate in the Excess Benefits Plan.
EXECUTIVE COMPENSATION ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE38EXECUTIVE COMPENSATION
Non-Qualified Deferred Compensation. The following table contains information concerning non-qualified deferred compensation for the NEOs.2019 Name
(a) Executive
Contributions in
Last FY
($)
(b) Registrant
Contributions in
Last FY
($)(1)
(c) Aggregate
Earnings in
Last FY
($)(2)
(d) Aggregate
Withdrawals/
Distributions
($)
(e) Aggregate
Balance at
Last FYE
($)(1)
(f) Christopher J. Benjamin — 59,045 22,785 — 137,372 Brett A. Brown — 21,063 — — 21,063 Lance K. Parker — 29,520 4,442 — 42,189 Nelson N. S. Chun — 19,072 4,700 — 40,706 Meredith J. Ching — 13,035 35 — 13,179
(a)Executive
Contributions in
Last FY
($)
(b)Registrant
Contributions in
Last FY
($)(1)
(c)Aggregate
Earnings in
Last FY
($)(2)
(d)Aggregate
Withdrawals/
Distributions
($)
(e)Aggregate
Balance at
Last FYE
($)
(f) — 14,118 1,209 — 40,760 — — — — — — 3,925 106 — 4,032 — 2,703 427 — 14,008 — 106 3 — 109 — — — — — (1)the profit sharing benefitcontributions under the Excess Benefits Plan.Alexander & Baldwin Nonqualified Defined Contribution Plan earned in the last fiscal year and accrued in the aggregate balance at last FYE and also included in the column (i) All Other Compensation in the 2020 Summary Compensation Table.(2)year'syear’s cash account balance.other than Ms. Laing, whichthat are intended to encourage their continued employment with A&B by providing them with greater security in the event of termination of their employment following a change in control of A&B. The Company has adopted a participation policy that extends these agreements to those senior level executives whose employment would be most likely at risk upon a change in control. Each Change in Control Agreement has an initial one-year term and is automatically extended at the end of each term for a successive one-year period, unless terminated by A&B. The Change in Control Agreements provide for certain severance benefits if the executive'sexecutive’s employment is terminated by A&B without "cause"“cause” or by the executive for "good“good reason,"” in each case as defined in the agreement, following a "Change“Change in Control Event"Event” of A&B, as defined by Internal Revenue Code Section 409A, as follows: Upon a termination of employment under the above circumstances, the executive will be entitled to receive (i) a lump-sum severance payment equal to two times the sum of the executive'sexecutive’s base salary and target bonus, (ii) pro rata payment at target with respect to outstanding contingent awards for uncompleted performance periods, (iii) a lump sum payment of amounts due the executive under deferred compensation plans, and (iv) an amount equal to the positive spread between the exercise price of outstanding options held by the executive and the fair market value of the underlying shares at the time of termination. In addition, A&B will maintain all (or provide similar) health and welfare benefit plans for the executive'sexecutive’s continued benefit for a period of two years after termination. A&B will also reimburse executives for individual outplacement counseling services up to $10,000. These are "double trigger"“double trigger” agreements under which no payments are made and long-term incentives do not accelerate unless both a change in control and a qualifying termination of employment occurs."excess“excess parachute payments"payments” under the Internal Revenue Code, the Change in Control Agreements provide that the executive'sexecutive’s payments will be reduced to an amount that would not result in the imposition of the excise tax, to the extent that such reduction would result in a greater after-tax benefit to the executive. No tax gross-up payments are provided by the Change in Control Agreements.executive'sexecutive’s employment by reason of disability or retirement, or (3) the occurrence of a change in control of the Company.("(“Severance Plan"Plan”) that covers the NEOs. The Severance Plan continues from year to year, subject to a periodic review by the Board of Directors. The Severance
EXECUTIVE COMPENSATION "cause,"“cause,” as defined in the ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE39EXECUTIVE COMPENSATIONmonths'months’ base salary, payable in equal installments over a period of one year, continued payment by the Company of life and disability insurance premiums and COBRA premiums for continued group health plan coverage for a maximum of twelve months, reimbursement for outplacement counseling services and a prorated share of incentive plan awards at target levels under the PIIP that would have been payable to the executive had he or she remained employed until the end of the applicable performance period.20192020 table and accompanying narrative. other than Ms. Laing under various termination-related scenarios, assuming that the termination of employment or other circumstances resulting in payment occurred on December 31, 2019. Due to the interim nature of her appointment, Ms. Laing was not eligible for the Severance Plan or retirement benefits, was not granted any cash or equity incentive awards and did not have a change in control agreement. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE40EXECUTIVE COMPENSATION Christopher J. Benjamin Components Change in
Control
w/Termination Termination
w/o
Cause(1) Termination
w/Cause Voluntary
Resignation Death Disability(2) Retirement(3) Cash Severance $ 2,898,000 $ 690,000 — — — — — Retirement Benefits(4) $ (141,011)(6) $ (69,188)(6) $ (69,188)(6) $ (69,188)(6) $ (69,188)(6) $ (69,188)(6) $ (9,215)(5)(6) $ (9,215)(5)(6) $ (9,215)(5)(6) $ (9,215)(5)(6) $ (235,740)(5)(6) $ (9,215)(5)(6) Health & Welfare Benefits $ 45,860 $ 20,592 — — — — — Outplacement Counseling $ 10,000 $ 10,000 — — — — — Long-Term Incentives(7) $ 2,574,660 — — — $ 1,478,798 $ 1,478,798 $ 1,478,798 Total (Lump-sum) $ 5,387,509 $ 651,404 $ (69,188)(6) $ (69,188)(6) $ 1,409,610 $ 1,478,798 $ 1,409,610 Total (Annuity) $ (9,215)(6) $ (9,215)(6) $ (9,215)(6) $ (9,215)(6) $ (235,740)(6) $ (9,215)(6) Brett A. Brown Components Change in
Control
w/Termination Termination
w/o
Cause(1) Termination
w/Cause Voluntary
Resignation Death Disability(2) Retirement(3) Cash Severance $ 955,619 $ 400,000 — — — — — Retirement Benefits(4) — — — — — — — — — — — — — — Health & Welfare Benefits $ 57,117 $ 26,707 — — — — — Outplacement Counseling $ 10,000 $ 10,000 — — — — — Long-Term Incentives(7) $ 867,382 — — — $ 462,499 $ 462,499 $ 462,499 Total (Lump-sum) $ 1,890,118 $ 436,707 — — $ 462,499 $ 462,499 $ 462,499 Total (Annuity) — — — — — — — Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 2,898,000 $ 690,000 — — — — — ($ 122,975 )(6) ($ 23,973 )(6) ($ 23,973 )(6) ($ 23,973 )(6) ($ 23,973 )(6) — ($ 23,973 )(6) ($ 6,040 )(5)(6) ($ 6,040 )(5)(6) ($ 6,040 )(5)(6) ($ 6,040 )(5)(6) ($ 168,462 )(5)(6) — ($ 6,040 )(5)(6) $ 44,002 $ 18,595 — — — — — $ 10,000 $ 10,000 — — — — — $ 3,053,804 — — — $ 2,215,830 $ 2,215,830 $ 2,215,830 $ 5,882,832 $ 694,622 ($ 23,973 )(6) ($ 23,973 )(6) $ 2,191,857 $ 2,215,830 $ 2,191,857 ($ 6,040 )(6) ($ 6,040 )(6) ($ 6,040 )(6) ($ 6,040 )(6) ($ 168,462 )(6) — ($ 6,040 )(6) Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 1,360,000 $ 400,000 — — — — — — — — — — — — — — — — — — — $ 44,748 $ 21,013 — — — — — $ 10,000 $ 10,000 — — — — — $ 482,161 — — — $ 317,364 $ 317,364 $ 317,364 $ 1,896,910 $ 431,013 — — $ 317,364 $ 317,364 $ 317,364 — — — — — — — Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 948,355 $ 397,838 — — — — — $ 57,517 $ 8,891 $ 8,891 $ 8,891 $ 8,891 — not yet eligible ($ 36,498 )(5)(6) ($ 36,498 )(5)(6) ($ 36,498 )(5)(6) ($ 36,498 )(5)(6) ($ 121,696 )(5)(6) — not yet eligible $ 46,983 $ 21,841 — — — — — $ 10,000 $ 10,000 — — — — — $ 1,060,655 — — — $ 760,198 $ 760,198 $ 760,198 $ 2,123,510 $ 438,570 $ 8,891 $ 8,891 $ 769,089 $ 760,198 $ 760,198 ($ 36,498 )(6) ($ 36,498 )(6) ($ 36,498 )(6) ($ 36,498 )(6) ($ 121,696 )(6) — not yet eligible
EXECUTIVE COMPENSATION ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT Lance K. Parker Components Change in
Control
w/Termination Termination
w/o
Cause(1) Termination
w/Cause Voluntary
Resignation Death Disability(2) Retirement(3) Cash Severance $ 1,295,655 $ 397,838 — — — — — Retirement Benefits(4) $ 60,801 $ 3,994 $ 3,994 $ 3,994 $ 3,994 —
not yet
eligible $ (42,781)(6) $ (42,781)(6) $ (42,781)(6) $ ($42,781)(6) $ (155,902)(5)(6) —
not yet
eligible Health & Welfare Benefits $ 52,574 $ 25,528 — — — — — Outplacement Counseling $ 10,000 $ 10,000 — — — — — Long-Term Incentives(7) $ 923,012 — — — $ 528,995 $ 528,995 $ 528,995 Total (Lump-sum) $ 2,342,041 $ 437,360 $ 3,994 $ 3,994 $ 532,995 $ 528,995 $ 528,995 Total (Annuity) $ (42,781)(6) $ (42,781)(6) $ (42,781)(6) $ ($42,781)(6) $ (155,902)(6) —
not yet
eligible Nelson N. S. Chun(8) Components Change in
Control
w/Termination Termination
w/o
Cause(1) Termination
w/Cause Voluntary
Resignation Death Disability(2) Retirement(3) Cash Severance $ 1,124,696 $ 362,805 — — — — — Retirement Benefits(4) $ (23,331)(6) — — — — — — — — — — $ (200,348)(5)(6) — — Health & Welfare Benefits $ 42,311 $ 19,498 — — — — — Outplacement Counseling $ 10,000 $ 10,000 — — — — — Long-Term Incentives(7) $ 387,194 — — — $ 223,021 $ 223,021 $ 233,021 Total (Lump-sum) $ 1,540,869 $ 392,303 — — $ 223,021 $ 223,021 $ 233,021 Total (Annuity) — — — — $ (200,348)(6) — — Meredith J. Ching(8) Components Change in
Control
w/Termination Termination
w/o
Cause(1) Termination
w/Cause Voluntary
Resignation Death Disability(2) Retirement(3) Cash Severance $ 948,392 $ 305,933 — — — — — Retirement Benefits(4) $ (27,317)(6) — — — — — — — — — — $ (1,223,543)(5)(6) — — Health & Welfare Benefits $ 24,328 $ 10,807 — — — — — Outplacement Counseling $ 10,000 $ 10,000 — — — — — Long-Term Incentives(7) $ 387,194 — — — $ 223,021 $ 223,021 $ 223,021 Total (Lump-sum) $ 1,342,597 $ 326,740 — — $ 223,021 $ 223,021 $ 223,021 Total (Annuity) — — — — $ (1,223,543)(6) — — PAGE41EXECUTIVE COMPENSATION Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 1,124,696 $ 362,805 — — — — — ($ 34,379 )(6) — — — — — — — — — — ($ 193,899 )(5)(6) — — $ 37,925 $ 17,019 — — — — — $ 10,000 $ 10,000 — — — — — $ 480,375 — — — $ 351,480 $ 351,480 $ 351,480 $ 1,618,616 $ 389,824 — — $ 351,480 $ 351,480 $ 351,480 — — — — ($ 193,899 )(6) — — Change in
Control
w/TerminationTermination
w/o
Cause(1)Termination
w/CauseVoluntary
ResignationDeath Disability(2) Retirement(3) $ 948,392 $ 305,933 — — — — — ($ 40,259 )(6) — — — — — — — — — — ($ 1,111,762 )(5)(6) — — $ 34,985 $ 15,561 — — — — — $ 10,000 $ 10,000 — — — — — $ 480,375 — — — $ 351,480 $ 351,480 $ 351,480 $ 1,433,493 $ 331,494 — — $ 351,480 $ 351,480 $ 351,480 — — — — ($ 1,111,762 )(6) — — (1)(2)&B's&B’s sickness benefits plan or long-term disability benefit plan. Should the NEO stop receiving disability benefits, the accrual of credited vesting service will cease. Upon the later of attainment of age 65 or the date at which the executive is no longer eligible for disability benefits, the NEO will be entitled to receive a pension benefit based on years of credited benefit service and compensation prior to becoming disabled. Credited benefit service shall not include any periods of disability after December 31, 2011.(3)(4)(5)
EXECUTIVE COMPENSATION (6)(7)20192020 of $20.96.$17.18.(8)Company'sCompany’s retirement plan. Therefore, their benefits upon termination are the same as those shown in the pension benefits table (figures shown in the executive termination table are incremental to those in the pension benefits table). Mr. Chun'sChun’s and Ms. Ching'sChing’s qualified pension death benefits are different upon death since the death benefits are payable to their spouses assuming Joint & Survivor 50% form of payment is elected (non-qualified death benefits are the same as retirement since they are payable as lump sums, as if they retire as of 1/1/2020)2021). The non-qualified Change in Control ("CIC"(“CIC”) benefits are different as they are calculated based on lump sum assumptions as of the assumed CIC date (as of 12/31/2019)2020).waswere calculated based on lump sum assumptions as of 12/31/2019 (1.96%2020 (1.30% (first 5 years), 2.60%1.87% (next 15 years), and 2.78%2.23% (years in excess of 20) for the Qualified Plan. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE42EXECUTIVE COMPENSATION20192020 Summary Compensation Table. The Company'sCompany’s contribution to employee health plans was also included. As illustrated below, using the Total Pay amounts, A&B's 2019&B’s 2020 CEO to median employee pay ratio is 53:35:1. Summary
Compensation
Table Amount + Company
Contribution to
Health Plans = Total Pay CEO $ 3,470,755 $ 15,566 $ 3,486,321 Median Employee $ 81,338 $ 19,249 $ 100,587 Summary Compensation Table Amount + Company Contribution to Health Plans = Total Pay $ 3,913,066 $ 12,761 $ 3,925,827 $ 66,344 $ 8,302 $ 74,646 As allowed under applicable rules, we used the sameThe median employee that was identified in the 2019 proxy statement using the following steps:17, 2017,22, 2020, which is within the last three months of our fiscal year end (December 31, 2017)2020), as the date upon which we would identify the "median employee"“median employee” because it enabled us to make such identification in a reasonably efficient manner. We determined that, as of November 17, 2017,22, 2020, our employee population consisted of approximately 856634 individuals, with all of these individuals located in the United States. This population consisted of our full-time part-time, and temporary employees.employees, if any.2."median employee"“median employee”, we utilized the amount of base salary ofand overtime our employees received, as reflected in our payroll records through November 17, 2017.22, 2020. When determining the "median“median employee,"” we then approximated full-year values of base salary for all employees who were employed for a partial year.3."median“median employee."”
EXECUTIVE COMPENSATION 4. in 2017, we combined all of the elements of such employee'semployee’s compensation for 20192020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $66,344.$81,338.5."Total"“Total” column (column (j)) of our 20192020 Summary Compensation Table included in this Proxy Statement.Cash Net Operating Income ("Cash NOI")Company'sCompany’s Commercial Real Estate portfolio. The Company believes Cash NOI provides useful information to investors regarding the Company'sCompany’s financial condition and results of operations because it reflects only those cashthe contractual income and cash-based expense ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE43EXECUTIVE COMPENSATIONlevel, and whenlevel. When compared across periods, NOI can be used to determine trends in earnings of the Company'sCompany’s properties as this measure is not affected by non-cashnon-contractual revenue and(e.g., straight-line lease adjustments required under GAAP); by non-cash expense recognition items (e.g., the impact of depreciation and amortization expense or impairments); or by other expenses or other gains or losses that do not directly relate to the Company'sCompany’s ownership and operations of properties.the properties (e.g., indirect selling, general, administrative and other expenses, as well as lease termination income). The Company believes the exclusion of these items from operating profit (loss) is useful because the resulting measure captures the actual cash-basedcontractually-based revenue generatedthat is realizable (i.e., assuming collectability is deemed probable) and actualthe direct property-related expenses paid or payable in cash that are incurred in operating the Company'sCompany’s Commercial Real Estate portfolio, as well as trends in occupancy rates, rental rates and operating costs. Cash NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.Cash cash-basedcontractually-based operating revenuesrevenue that is realizable (i.e., assuming collectability is deemed probable) less the direct property-related operating expenses.expenses paid or payable in cash. The calculation of Cash NOI excludes the impact of depreciation and amortization (including(e.g., depreciation related to capitalized costs for improved properties, other capital expenditures for building/area improvements and tenant space improvements, as well as amortization of maintenance capital, tenant improvements and leasing commissions); straight-line lease adjustments (including amortization of lease incentives); amortization of favorable/unfavorable lease assets/liabilities; lease termination income; interest and other income and expense,(expense), net; selling, general, administrative and other expenses;expenses (not directly associated with the property); and impairment of commercial real estate assets.Cash NOI on a same-storeSame-Store basis, ("Same-Store"), which includes the results of properties that were owned and operated for the entirety of the current and prior calendar year. The Same-Store pool excludes properties under development or redevelopment and also excludes properties acquired or sold during either of the comparable reporting periods. While there is management judgment involved in classifications, new developments and redevelopments are moved into the Same-Store pool after one full calendar year of stabilized operation. New developments and redevelopments are generally considered stabilized upon the initial attainment of 90% occupancy. Properties included in held for sale are excluded from Same-Store.Company'sCompany’s methods of calculating non-GAAP measures may differ from methods employed by other companies and thus may not be comparable to such other companies.CRENOI, Same-Store Cash NOI and CRE Same-Store NOI and CRE Non-Same Store NOI follows: Year Ended 2019 2018 $ 66.2 $ 58.5 36.7 28.0 (5.1 ) (4.0 ) (1.6 ) (1.9 ) (0.1 ) (1.1 ) (2.0 ) 0.3 10.1 6.9 0.0 (0.5 ) $ 104.2 $ 86.2 (25.7 ) (11.6 ) $ 78.5 $ 74.6 $ 25.7 $ 11.6 (1)Represents legal costs related to leasing activity that were previously capitalized when incurred and recognized as amortization expense over the term of the lease contract. Upon the Company's adoption of ASC 842, Leases, on January 1, 2019, such legal costs are directly expensed as operating costs and are included in Cash NOI. For comparability purposes, Cash NOI for the 2018 periods presented have been adjusted to include legal fees in conformity with Cash NOI for the 2019 periods presented.
EXECUTIVE COMPENSATION ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT Year Ended (In millions) 2020 2019 Change Commercial Real Estate operating profit $ 49.8 $ 66.2 Adjustments: Depreciation and amortization 40.1 36.7 Straight-line lease adjustments 1.3 (5.1) Favorable/(unfavorable) lease amortization (1.2) (1.6) Termination income (2.3) (0.1) Other (income)/expense, net (0.9) (2.0) Selling, general, administrative and other expenses 7.5 10.1 NOI $ 94.3 $ 104.2 Acquisitions / dispositions and other adjustments (13.5) (11.6) Same-Store Cash NOI $ 80.8 $ 92.6 (12.7)% Non-Same Store Cash NOI $ 13.5 $ 11.6 PAGE44EXECUTIVE COMPENSATIONConsolidated Adjusted OperatingFree Cash Flow was a liquidity measure for the Company for the year ended December 31, 2019,2020, as management believes that the measure provided useful information about the Company'sCompany’s ability to generate cash for ongoing business operations and strengthening the balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company believes that Net Cash Provided by Operations is the most directly comparable GAAP measurement to Consolidated Adjusted OperatingFree Cash Flow. A reconciliation of Net Cash Provided by Operations to Consolidated Adjusted OperatingFree Cash Flow is as follows: (In Millions) 2020 Net Cash Provided by Operations $ 63.1 Adjustments: Add: Net cash provided by (used in) investing activities 12.0 Add: Enterprise resource planning system costs 1.1 Less: Capital expenditures for acquisitions — Adjusted Free Cash Flow $ 76.2 2019 $ 157.6 (240.4 ) 218.4 $ 135.6 The Company presents the non-GAAP measure of M&C Adjusted EBITDA, which contain the results of Grace Pacific. The Company uses this non-GAAP financial measure when evaluatingNon-Grace G&A Expenses was an operating performance measure for the Company for the year ended December 31, 2020. The Adjusted Non-Grace G&A Expenses measure consists of the Company’s consolidated selling, general and administrative expenses (i.e., Corporate overhead costs as well as selling, general and administrative expenses related to the Company’s segments), adjusted to exclude selling, general and administrative expenses at the Company’s Materials & Construction (“M&C”) segment because management believes that M&C Adjusted EBITDA provides insight into the segment's core operating results, future cash flow generation, and the underlying business trends affecting performance on a consistent and comparable basis from period to period. The Company provides this information as an additional means of evaluating the segment's ongoing core operations.for other adjustments. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company believes that Materials & Construction operating profitSelling, General and Administrative Expense is the most directly comparable GAAP measurement to the M&C Adjusted EBITDA.Non-Grace G&A Expenses. A reconciliation of segment operating profitSelling, General and Administrative Expense to M&C Adjusted EBITDANon-Grace G&A Expenses follows: (In Millions) 2020 Selling, General and Administrative Expense $ 46.1 Adjustments: M&C Segment Selling, General and Administrative Expense (15.0) Enterprise Resource Planning System Costs (1.1) Adjusted Non-Grace G&A Expenses $ 30.0 Year Ended December 31 2019 2018 $ (69.2 ) $ (73.2 ) 11.4 12.1 49.7 77.8 2.0 (2.2 ) $ (6.1 ) $ 14.5 2019,2020, as management believes that the measure provided insight into the operating results of the Company's core Company’s
EXECUTIVE COMPENSATION (In Millions) 2020 Income (Loss) From Continuing Operations Before Income Taxes $ 5.6 Adjustments: M&C Segment Operating Loss 12.4 M&C Interest Expense 0.1 Enterprise Resource Planning System Costs 1.1 Consolidated Adjusted Pre-tax Income (Loss) $ 19.2 (In Millions) 2020 Materials & Construction Operating Profit (Loss) $ Adjustments: Materials & Construction depreciation and amortization 10.8 Materials & Construction EBITDA $ Impairment of assets related to Materials & Construction 5.6 Loss (income) attributable to noncontrolling interests 0.4 Income attributable to the Company’s joint venture interest in a materials company Grace Adjusted EBITDA $ 2.3 2019 $ (38.9 ) 49.7 0.1 $ 10.9 ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE45&B's&B’s compensation philosophy is to drive the Company'sCompany’s performance and further shareholder interests through a compensation program that attracts, motivates and retains outstanding executives, and rewards outstanding performance. The CD&A section of this Proxy Statement discusses our policies and procedures that implement our compensation philosophy. Highlights of our compensation program include the following:2019,2020, 78 percent of the CEO'sCEO’s target total direct compensation is variable and performance-based, and between 56 and 6966 percent of the other NEOs' (excluding the Interim CFO)NEOs’ target total direct compensation was variable and performance-based. The ratio of variable compensation is consistent with market practices.•employment agreements, guaranteed bonuses, change-in-control gross-ups or stock option repricing. In 2019,2020, the average total direct compensation for NEOs (excluding the Interim CFO) was at approximately the 50th percentile of market.•Company's core CRE segment performed very well in 2019. Additionally, significant strategic actions were accomplished, including the reinvestment of funds received from the bulk sale of 41,000 acres of Maui agricultural land.Company’s profitability was challenged by COVID-19. The executive compensation program generally reflected above-targetbelow-target performance by the Company in 2019,2020, with PIIP awards ranging between 110%60% and 166%70% of target for the NEOs. A profit sharing contribution of 3.65%0.9% was earned. Despite the challenges presented by COVID-19, the Company did not adjust its financial performance targets or exercise discretion based on COVID-19 impacts and did not provide base salary increases to NEOs.•20172018 PSU grants covering the performance period of 2017—20192018—2020 was at approximately the 12.616.6th percentile on a blended basis relative to the Standard & Poor's Midcap 400FTSE Nareit All-Equity and Dow Jones U.S. Real Estatethe Selected Peer Group indices, which resulted in no earnout of the performance shares awarded with a three-year performance horizon."Company'sCompany’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company'sCompany’s Proxy Statement for the 20202021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20192020 Summary Compensation Table and the other related tables and disclosure." ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT PAGE46&B's&B’s independent registered public accounting firm, the results of the year-end audit of A&B, including the auditors'auditors’ report and audited financial statements. In this context, the Audit Committee has reviewed and discussed A&B's&B’s audited financial statements with management, has discussed with Deloitte & Touche LLP the matters required to be discussed by applicable Public Company Accounting Oversight Board rules and, with and without management present, has discussed and reviewed the results of the independent registered public accounting firm'sfirm’s audit of the financial statements.&B's&B’s audited consolidated financial statements be included in A&B's&B’s Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 for filing with the SEC. The Audit Committee also has appointed, subject to shareholder ratification, Deloitte & Touche LLP as A&B's&B’s independent registered public accounting firm for 2020.DoaneLeong and Mr. Yeaman. ALEXANDERLEXANDER & BALDWIN, INC.BALDWIN, INC. ▪ 2021 P§ROXY S2020 PROXY STATEMENTTATEMENT PAGE47auditor'sauditor’s independence. Any additional proposed services or costs exceeding pre-approved cost levels require additional pre-approval as described above. The Audit Committee may delegate pre-approval authority to one or more of its members for services not to exceed a specific dollar amount per engagement. Requests for pre-approval include a description of the services to be performed, the fees to be charged and the expected dates that the services will be performed. All services provided by Deloitte & Touche LLP during 20192020 were pre-approved in accordance with these policies.20192020 and 2018,2019, professional services were performed by Deloitte & Touche LLP (including affiliates) for A&B as follows:Company'sCompany’s annual consolidated financial statements, including Sarbanes-Oxley Section 404 attestation-related work, for the fiscal years ended December 31, 20192020 and 2018,2019, the reviews of the interim financial statements included in the Company'sCompany’s Quarterly Reports on Form 10-Q and consents for SEC registration statements were approximately $1,600,000 and $1,966,000, and $2,335,000, respectively.20192020 and 20182019 were approximately $0.20192020 and 20182019 were approximately $34,000$17,000 and $16,000,$34,000, respectively, and were related primarily to tax compliance services in 20192020 and 2018.20192020 and 20182019 were approximately $0 and $27,000, respectively, and were related primarily to certain advisory services in 2018."household"“household” the mailing of the Notice of Internet Availability of Proxy Materials or our annual report and proxy statement. This means that only one Notice of Internet Availability of Proxy Materials or our annual report and proxy statement will be sent to that address unless one or more shareholders at that address specifically elect to receive separate mailings. Shareholders who participate in householding will continue to receive separate proxy cards. We will promptly send a separate Notice of Internet Availability of Proxy Materials or our annual report and proxy statement to a shareholder at a shared address on request. Shareholders with a shared address may also request us to send separate Notices of Internet Availability of Proxy Materials or our annual reports and proxy statements in the future, or to send a single copy in the future if we are currently sending multiple copies to the same address. ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENTPAGE48PROPOSAL NO. 3 202120202022 Annual Meeting of A&B must be received at the headquarters of A&B on or before November 17, 202016, 2021 in order to be considered for inclusion in the year 20212022 Proxy Statement and proxy."timely"“timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received at the headquarters of A&B not later than December 29, 2020.28, 2021. A&B's&B’s Bylaws require that shareholder proposals made outside of Rule 14a- 8 under the Exchange Act must be submitted, in accordance with the requirements of the Bylaws, not later than December 29, 202028, 2021 and not earlier than November 29, 2020.Company'sCompany’s Bylaws provide that no person (other than a person nominated by the Board) will be eligible to be elected a director at an annual meeting of shareholders unless the Corporate Secretary has received, not less than 120 days nor more than 150 days before the anniversary date of the prior annual meeting, a written shareholder'sshareholder’s notice in proper form that the person'sperson’s name be placed in nomination. If the annual meeting is not called for a date which is within 25 days of the anniversary date of the prior annual meeting, a shareholder'sshareholder’s notice must be given not later than 10 days after the date on which notice of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. To be in proper written form, a shareholder'sshareholder’s notice must include information about each nominee and the shareholder making the nomination. The notice also must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
Vice President and Corporate Secretary By Order of the Board of DirectorsALYSON J. NAKAMURAVice President and Corporate Secretary
TABLE OF CONTENTS ALEXANDER & BALDWIN, INC.§2020 PROXY STATEMENT![[MISSING IMAGE: tm2123011d1-pc_proxypg1bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-036560/tm2123011d1-pc_proxypg1bw.jpg)
Using01 - Christopher J. Benjamin04 - Thomas A. Lewis, Jr.07 - Eric K. Yeaman02 - Diana M. Laing05 - Douglas M. Pasquale03 - John T. Leong06 - Michele K. SaitoFor Against Abstain For Against Abstain For Against Abstain1PCFUsing a black ink pen, mark your votes with an X as shown in this example. Pleaseexample.Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACHareas.03DSUB++A Proposals — The Board of Directors recommends a vote FOR the nominees listed and FOR Proposals 2 AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 01 - Christopher J. Benjamin 02 - Robert S. Harrison 03 - Stanley M. Kuriyama 04 - Diana M. Laing 05 - Thomas A. Lewis, Jr. 06 - Douglas M. Pasquale 07 - Michele K. Saito 08 - Eric K. Yeaman For Against Abstain For Against Abstain 2.3.2. PROPOSAL TO APPROVE THE ADVISORY RESOLUTION RELATING TORELATINGTO EXECUTIVE COMPENSATION 3.COMPENSATION3. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTEOFDELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLICREGISTEREDPUBLIC ACCOUNTING FIRM OF THE CORPORATION NOTE: Such other business as may properly come before the meeting or any adjournments thereof. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. NOTE:CORPORATION1. Election of Directors:For Against AbstainNOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Datesuch.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 036Q4C Bbox.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommends a vote FORbelow.NOTE: Such other business as may properly come before the nominees listed and FOR Proposalsmeeting or any adjournments thereof.THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTEDFOR PROPOSALS 1, 2 AND 3. Annual Meeting Proxy Card
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The Proxy Statement and the 2019 Annual Report to Shareholders are available at: www.edocumentview.com/ALEX q3, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ANYADJOURNMENTS OR POSTPONEMENTS THEREOF.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q qAnnual Meeting Proxy CardFor Against AbstainYou may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/ALEXor scan the QR code — login details arelocated in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaYour vote matters – here’s how to vote!822 Bishop Street, Honolulu, Hawaii 96813 PROXY96813PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 28, 2020 SOLICITED27, 2021SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TheDIRECTORSThe undersigned hereby appoints C.J.Christopher J. Benjamin, S.M. KuriyamaDouglas M. Pasquale and D.M. Pasquale,Eric K. Yeaman, and each of them, proxies with full power of substitution,to vote the shares of stock of Alexander & Baldwin, Inc., which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Corporation toCorporationto be held on Tuesday, April 28, 2020,27, 2021, and at any adjournments or postponements thereof, on the matters set forth in the Notice of Meeting and Proxy Statement,ProxyStatement, as stated on the reverse side. THISside.THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FORVOTEDFOR PROPOSALS 1, 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTSANYADJOURNMENTS OR POSTPONEMENTS THEREOF. PLEASETHEREOF.PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. (continued(continued and to be marked, dated and signed, on other side)Proxy — ALEXANDER & BALDWIN, INC.
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