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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  

Filed by a Party other than the Registrant  

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

Matson, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Matson, Inc.

1411 Sand Island Parkway, Honolulu, Hawaii 96819

March 11, 2024

To the Shareholders of Matson, Inc.:

You are invited to attend the 2024 Annual Meeting of Shareholders of Matson, Inc. (“Matson” or the “Company”), to be held at the Company’s office at 1411 Sand Island Parkway, Honolulu, Hawaii on Thursday, April 25, 2024 at 8:30 a.m., Hawaii Standard Time.

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. On or around March 11, 2024, we expect to distribute to our shareholders either (i) a copy of our Proxy Statement, the accompanying proxy card and our annual report or (ii) the Notice of Internet Availability of Proxy Materials (the “Notice”) only. The Notice contains instructions for how to access our Proxy Statement and annual report over the Internet and how to request a paper copy of the Proxy Statement and annual report.

Your vote is important – no matter how many or how few shares you may own. Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and vote as soon as possible. You may vote via the Internet or, if you receive printed proxy materials, by telephone or by mailing a proxy card. Instructions for Internet and telephone voting are included in your proxy card and the Proxy Statement (if you receive your materials by mail). Any shareholder attending the Annual Meeting may vote at the meeting even if a proxy has been returned.

Thank you for your continued support of Matson.

Sincerely,

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MATTHEW J. COX

Chairman and Chief Executive Officer

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Matson, Inc.

1411 Sand Island Parkway, Honolulu, Hawaii 96819

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Matson, Inc. will be held at the Company’s office at 1411 Sand Island Parkway, Honolulu, Hawaii on Thursday, April 25, 2024 at 8:30 a.m., Hawaii Standard Time, to:

1.Elect the seven director nominees named in the proxy statement to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified;
2.Approve, on an advisory basis, executive compensation;
3.Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2024; and
4.Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof.

The Board of Directors has set the close of business on February 23, 2024 as the record date for the meeting. Owners of Matson, Inc. stock at the close of business on that date are entitled to receive notice of and to vote at the meeting. Shareholders who plan to attend the Annual Meeting will be required at the meeting to present an admission ticket and valid, government-issued photo identification. You may request an admission ticket by visiting www.proxyvote.com and following the instructions provided. You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. You must also complete a Request for Visitor Entry form which is required for all visitors to the marine terminal for security purposes in accordance with Matson’s Facility Security Plan.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE VIA THE INTERNET OR IF YOU RECEIVE PRINTED PROXY MATERIALS, BY TELEPHONE OR BY MAILING THE PROXY CARD.

By Order of the Board of Directors,

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RACHEL C. LEE

Vice President and Corporate Secretary

March 11, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 25, 2024
The Notice of Annual Meeting of Shareholders, Proxy Statement and the
Annual Report to Shareholders are available at www.proxyvote.com.

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SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information, we encourage you to review the entire Proxy Statement and Matson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Annual Meeting of Shareholders

Date and Time:

April 25, 2024 at 8:30 a.m. (HST)

Place:

1411 Sand Island Parkway, Honolulu, Hawaii 96819

Record Date:

February 23, 2024

Attendance:

All shareholders may attend the meeting. At the entrance to the Annual Meeting, you will be required to present your admission ticket and valid, government-issued photo identification. You may request an admission ticket by visiting www.proxyvote.com and following the instructions provided. You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. You must also complete a Request for Visitor Entry form which is required for all visitors to the marine terminal for security purposes in accordance with Matson’s Facility Security Plan.

Voting:

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and each of the other proposals. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

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Vote at
www.proxyvote.com

Vote by Calling 1-800-690-6903

Vote by Mail

Vote in Person

Meeting Agenda and Voting Recommendations

Agenda Item

Board
Recommendation

Page

Election of seven director nominees

FOR

2

Advisory approval of our executive compensation

FOR

52

Ratification of selection of Deloitte & Touche LLP (“Deloitte”) as our independent auditors

FOR

55

Director Nominees

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

Nominee and Principal Occupation

Age

Director
Since

Independent

Leadership/Committees

Matthew J. Cox, Chairman and Chief Executive Officer of Matson, Inc.

62

2012

Chairman of the Board

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Nominee and Principal Occupation

Age

Director
Since

Independent

Leadership/Committees

Stanley M. Kuriyama, former Chairman and Chief Executive Officer of Alexander & Baldwin, Inc.

70

2016

Lead Independent Director
Compensation
Nominating (Chair)

Meredith J. Ching, Executive Vice President, External Affairs of Alexander & Baldwin, Inc.

67

2020

Compensation

Mark H. Fukunaga, Executive Chairman and former Chief Executive Officer of Servco Pacific Inc.

68

2018

Compensation (Chair)
Nominating

Constance H. Lau, former President and Chief Executive Officer of Hawaiian Electric Industries, Inc.

71

2004

Audit (Chair)
Nominating

Bradley D. Tilden, former Chairman and Chief Executive Officer of Alaska Air Group, Inc.

63

ü

Jenai S. Wall, Chairman and Chief Executive Officer of Foodland Super Market, Limited

65

2019

Audit
Nominating

Corporate Governance Highlights1

86% of Board is independent (6 of 7 directors)
Commitment to Board diversity
43% of director nominees are women (50% of independent directors) and 71% self-identify as racially or ethnically diverse
Balanced mix of director tenures, with average of 8 years
No director serves on more than 3 public company boards, including Matson
Average director age of 67 years
Annual election of all directors
Plurality plus vote for directors
Board oversight of risk management
Annual shareholder engagement program
Lead Independent Director
Board oversight of succession planning for directors, CEO and senior management
Annual Board and committee self-evaluations
Executive sessions of independent directors
Continuing director education
Strong executive and director stock ownership guidelines
No supermajority voting requirements
Board oversight of sustainability initiatives, cyber/information security, human capital and political spending
Mandatory retirement age for directors (no waivers or exceptions to date)

Board Oversight of Sustainability

Matson’s Board has oversight over key sustainability matters, including Matson’s sustainability strategy and goals; climate risks and opportunities; human capital management; diversity, equity and inclusion; regulatory compliance; cyber/information security; enterprise risk management; and community giving strategy. The Board leverages the expertise of its standing committees on key sustainability-related topics: the Audit Committee oversees Matson’s overall enterprise risk management program, including climate and cyber/information security risks; the Compensation Committee oversees compensation and benefit

1 Reflects the Board of Directors if all nominees are elected.

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programs; and the Nominating and Corporate Governance Committee oversees Board governance matters. In 2023, sustainability topics were presented or discussed at every regular Board meeting.

For more information, please see “Proposal 1 – Election of Directors” and “Corporate Governance” in this Proxy Statement, and Matson’s sustainability reports available at www.matson.com/sustainability.

Executive Compensation

We are asking you to vote “FOR”, on an advisory basis, our executive compensation. Matson’s compensation philosophy is to align the Company’s objectives with shareholder interests through a compensation program that attracts, motivates and retains talented executives, and rewards outstanding performance. In 2023, 81% of Mr. Cox’s and approximately 69% of the other NEO’s target total direct compensation were variable and at-risk based on annual and long-term performance.

CEO Target Total Direct Compensation

Other NEO Target Total Direct Compensation

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At the 2023 Annual Meeting of Shareholders, our executive compensation program received strong support from shareholders with over 98% voting FOR our say on pay proposal.

Other Compensation Practices

Promote Good Pay Practices

Discourage Bad Pay Practices

Change in control agreements that include double triggers requiring both a change in control event and termination of employment before any severance payments can be made
Pay packages for the CEO and NEOs that are in line with the Company’s peer group
Different financial, operating and stock price performance metrics to determine incentive payments in annual and long-term incentive awards
Vesting of 50% of annual equity award is tied to achievement of specified performance goals, including relative TSR
Minimum vesting periods of three years on all equity awards to senior executives
No-fault clawback policy that applies to all senior management

No employment contracts with any executive officer
No guaranteed bonus payments to executive officers
No bonus payouts that are not tied to performance
No single trigger vesting of equity in change of control
No pension payouts that are not proportional to pension payouts to employees generally
No excessive perquisites
No excessive severance or change in control provisions
No tax reimbursements or gross-ups
No dividends or dividend equivalents paid on unvested Performance Shares
No unreasonable internal pay disparity
No re-pricing or replacing of underwater stock options, without prior shareholder approval

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Promote Good Pay Practices

Discourage Bad Pay Practices

Policy prohibiting hedging and other speculative transactions involving Company stock by employees, officers and directors
Policy prohibiting pledging of Company stock by officers and directors

No above-market interest on deferred compensation plans

For more information, please see “Executive Compensation” and “Proposal 2 – Advisory Vote to Approve Executive Compensation” in this Proxy Statement.

Auditors

As a matter of good corporate governance, we are asking you to vote “FOR” the ratification of the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2024. Following a robust evaluation process that considered the qualifications, independence and performance of Deloitte, the Audit Committee believes that Deloitte is independent and that it is in the best interests of Matson and our shareholders for Deloitte to serve as our independent auditors. The following table summarizes the fees Deloitte billed to us for professional services for 2023 and 2022. The Audit Committee pre-approved all such services.

Fiscal Year

  

  

Audit Fees ($)

  

  

Audit-Related Fees ($)

  

  

Tax Fees ($)

  

  

All Other Fees ($)

2023

2,617,000

0

456,000

0

2022

 

2,545,000

 

0

 

527,000

 

0

 

For more information, please see “Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm” in this Proxy Statement.

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Matson, Inc.

1411 Sand Island Parkway, Honolulu, Hawaii 96819

PROXY STATEMENT

Annual Meeting of Shareholders

Thursday, April 25, 2024

The Board of Directors (the “Board of Directors” or the “Board”) of Matson, Inc. (“Matson” or the “Company”) is soliciting your proxy to vote at the 2024 Annual Meeting of Shareholders to be held on Thursday, April 25, 2024 at 8:30 a.m., Hawaii Standard Time, and any adjournment or postponement of that meeting (the “Annual Meeting”). The Annual Meeting will be held at the Company’s office at 1411 Sand Island Parkway, Honolulu, Hawaii. This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting of Shareholders were first mailed or otherwise made available, on or about March 11, 2024, to shareholders of record as of February 23, 2024, the record date for the Annual Meeting.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials primarily on the Internet. On or around March 11, 2024, we mailed to our shareholders (other than to certain registered holders, certain street name shareholders, or those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials, which contains instructions as to how you may access and review on the Internet all of our proxy materials, including this Proxy Statement and our annual report. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may vote your proxy on the Internet. If you would prefer to receive printed proxy materials, please follow the instructions for requesting printed materials contained in the Notice of Internet Availability of Proxy Materials. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources.

Matson, Inc. | 2024 Proxy Statement

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PROPOSAL 1 – ELECTION OF DIRECTORS

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

Director Nominees and Qualification of Directors

The nominees of the Board of Directors are the seven persons named below. The Board of Directors believes that all nominees will be able and willing to serve. However, if any nominee should decline or become unable to serve for any reason, the proxy holder will vote your shares to approve the election of any replacement nominee proposed by the Board of Directors or just for the remaining nominees, leaving a vacancy. Alternatively, the Board of Directors may reduce the size of the Board.

Our Board members have a diverse range of perspectives and are knowledgeable about our businesses and operating markets. Each director contributes to establishing a Board climate of trust and respect, where deliberations are open and constructive. All of the Director nominees are U.S. citizens which helps the Company remain in compliance with the requirements of the Merchant Marine Act of 1920, commonly referred to as the Jones Act. In selecting nominees, the Board has considered these factors and has reviewed the qualifications of each nominee, which include the factors reflected below:

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* This skills matrix represents the diverse skillsets of the seven director nominees being proposed for election. The fact that a particular skill or qualification is not designated does not mean the nominee does not possess that particular attribute.

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Gender of Director Nominees

    

Diversity of Director Nominees

·

43% of directors self-identify as female (50% of independent directors)

·

71% of directors self-identify as racially/ ethnically diverse (83% of independent directors)

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Age of Director Nominees

    

Tenure of Director Nominees

·

Average age of directors: 67 years (67 years for independent directors)

·

Average Board tenure: 8 years (7 years for independent directors)

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

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Matthew J. Cox

Age: 62

Chairman and CEO

Director Since: 2012

Chairman of the Board of Matson since April 2017 and Chief Executive Officer since June 2012;
President of Matson from June 2012 to April 2017;
Chairman and CEO of Matson’s subsidiary, Matson Navigation Company, Inc. (“MatNav”) since June 2012;
President of MatNav from October 2008 to April 2017; and
Director of First Hawaiian, Inc. (Nasdaq:FHB) (bank holding company) (“First Hawaiian”) from April 2016 to April 2022.

Director Qualifications

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

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Stanley M. Kuriyama

Age: 70

Lead Independent Director and Chair of the Nominating and Corporate Governance Committee

Director Since: 2016

Chairman of Alexander & Baldwin, Inc., Honolulu, Hawaii (NYSE:ALEX) (real estate investment trust) (“A&B”) from June 2012 to September 2020; and
Chief Executive Officer of A&B from January 2010 to December 2015; Director of A&B from January 2010 through June 2012; and executive Chairman of A&B from January 2016 to December 2016.

Director Qualifications

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

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Meredith J. Ching

Age: 67

Director Since: 2020

Executive Vice President, External Affairs of A&B since March 2018;
Senior Vice President, Government & Community Relations of A&B from June 2007 to March 2018; and
Director of Cincinnati Bell Inc. (NYSE:CBB) (telecommunications provider) (“Cincinnati Bell”) from July 2018 to September 2021 and Director of Hawaiian Telcom Holdco, Inc. from May 2015 to June 2018.

Director Qualifications

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

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Mark H. Fukunaga

Age: 68

Chair of the Compensation Committee

Director Since: 2018

Executive Chairman of Servco Pacific Inc., Honolulu, Hawaii (automotive distribution and retailing; musical instruments) (“Servco”) since October 2023; and
Chief Executive Officer of Servco from March 1994 to September 2023.

Director Qualifications

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

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Constance H. Lau

Age: 71

Chair of the Audit Committee

Director Since: 2004

President, Chief Executive Officer and Director of Hawaiian Electric Industries, Inc., Honolulu, Hawaii (NYSE:HE) (electric utility/banking) (“HEI”) from May 2006 to December 2021;
Chairman of the Board and Director of American Savings Bank, F.S.B. (“American Savings Bank”), a subsidiary of HEI, from May 2006 to December 2021; and
Chairman of the Board and Director of Hawaiian Electric Company, Inc. from May 2006 to May 2019.

Director Qualifications

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

Graphic

Bradley D. Tilden

Age: 63

2024 Nominee

Executive Chairman of Alaska Air Group, Inc., Seattle, Washington (NYSE:ALK) (airline transportation) (“Alaska Air”) from March 2021 to May 2022;
Chairman of Alaska Air from January 2014 to March 2021;
Chief Executive Officer of Alaska Air from May 2012 to March 2021;
Chairman of the Board, Nordstrom, Inc. (NYSE:JWN) (specialty fashion retailer) since May 2022 and a director since May 2016; and
Director of Alaska Air from 2010 to May 2022.
Mr. Tilden was recommended to the Nominating and Corporate Governance Committee for nomination as a director by Mr. Cox.

Director Qualifications

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

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Graphic

Jenai S. Wall

Age: 65

Director Since: 2019

Chairman and Chief Executive Officer of Foodland Super Market, Limited (grocery retailer) (“Foodland”), Food Pantry, Ltd., The Kalama Beach Corporation and Pacific Warehouse, Inc., Honolulu, Hawaii since 1998;
Director of First Hawaiian from August 2018 to April 2022; and
Director of A&B from April 2015 to April 2019.

Director Qualifications

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

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

CORPORATE GOVERNANCE

Director Independence

The NYSE listing standards and our Corporate Governance Guidelines require that a majority of our Board of Directors, including every member of the Audit, Compensation and Nominating and Corporate Governance Committees be “independent” and that committee members satisfy heightened independence standards, as applicable. The Board has reviewed each of its current directors and nominees and has determined that all such individuals, with the exception of Mr. Cox, who is an executive officer of Matson, are independent under NYSE rules. In making its independence determinations, the Board considered the transactions, relationships or arrangements described below in “Certain Information Regarding Directors and Executive Officers – Certain Relationships and Transactions”.

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure to best serve the interests of shareholders. The Board understands that there is no single, generally accepted approach to providing Board leadership. Given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant.

The Company’s Bylaws and Corporate Governance Guidelines provide the Board flexibility to determine whether it is in the best interests of the Company and its shareholders to have a combined or separate Chairman of the Board and Chief Executive Officer (“CEO”). The Board has combined the

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Chairman and CEO roles and the independent directors have designated a Lead Independent Director because it provides unified leadership and accountability in quickly and seamlessly identifying and carrying out the strategic priorities of the Company. With its Lead Independent Director, this governance structure also provides a form of leadership that allows the Board to function independently from management and exercise objective judgment regarding management’s performance, and enables the Board to fulfill its duties effectively and efficiently. The Lead Independent Director has significant responsibilities, which are set forth in the Company’s Corporate Governance Guidelines, including:

Consults with the Chairman on agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items, including risk-focused topics;
Consults with the Chairman on information sent to the Board;
Facilitates the process for the Board’s self-evaluation;
Presides at Board meetings in the absence of the Chairman;
Presides at executive sessions of non-management directors;
Has authority to call meetings of the independent directors;
Serves as liaison between the independent directors and the Chairman and CEO; and
If appropriate, and in coordination with executive management, be available for consultation and direct communication with major shareholders and other stakeholders.

The independent directors annually elect a Chairman of the Board and, if the individual elected as Chairman of the Board is the CEO, also elect an independent director to serve as Lead Independent Director. In 2023, the independent directors elected Matthew J. Cox as the Chairman and CEO, and Stanley M. Kuriyama as the Lead Independent Director as the Board believes that the Company and its shareholders are best served by this leadership structure at this time.

Board Evaluations

Each year, the Nominating and Corporate Governance Committee, together with the Lead Independent Director, oversees an annual Board and committee evaluation process to assess its performance and effectiveness. As part of this process, Board members complete a questionnaire that requests subjective comment in key areas and solicits specific topics on which Directors would like to focus during the upcoming year. The results are discussed by the Board in an executive session at a regularly scheduled Board meeting. Each committee conducts its own self-evaluation and reports the findings of the self-evaluations to the full Board.

The Board’s Role in Risk Oversight

The Board has oversight of the risk management process, which includes overseeing our process for identifying, assessing and mitigating significant financial, operational, legal, strategic, and other risks that may affect the Company. These risks include, among other things, risks related to climate change; human capital management; diversity, equity and inclusion; regulatory compliance; cybersecurity and information security; health and safety; mergers and acquisitions; and enterprise risk management (“ERM”). Risk oversight plays a role in major Board decisions and the evaluation of key risks is a core part of the decision-making process – from guidance on strategy to review of major capital expenditures. Matson’s ERM process, which follows the Committee of Sponsoring Organization Framework, is designed to promote visibility to the Board and management of critical risks and risk mitigation strategies across various time frames, including short-, medium- and long-term. Risk mitigation efforts are integrated into strategic plans and budgets. At least twice a year, management assesses and categorizes key risks based on their potential impact and the likelihood of the risk occurring. Management regularly

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updates the full Board at and between Board meetings on the ERM program and other risk-related matters. Other examples of Board oversight include the following:

Strategy guidance and review: The Board oversees the development and implementation of Matson’s business strategies, including climate and environmental stewardship strategies.
Review of business plans, major plans of action and associated budgets: The Board reviews and approves Matson’s annual operating plan, long-term business plans and the budgets to execute such plans.
Risk management oversight: The Board reviews the ERM program and other risk-related matters annually and receives regular reports throughout the year. The Audit Committee reviews the Company’s risk assessment, risk management and compliance policies and ERM program twice a year. The Board consults with outside advisors and experts, when appropriate, to anticipate future threats and trends, and their impact on the Company’s risk environment.
Review and monitoring of performance objectives: The Board reviews and approves the Company’s annual and long-term operating plan, including various goals which are incorporated into the Company’s overall key business objectives. The Board receives regular reports and updates at and between Board meetings on progress towards achievement of those goals throughout the year. The Board also receives regular reports on stakeholder engagement and feedback.
Oversight of major capital expenditures, acquisitions and divestitures: The Board reviews and approves major capital expenditures to support the Company’s goals as well as potential acquisition targets.

The Board administers its oversight role in part through its committees. The Audit Committee’s risk responsibilities include discussing policies regarding risk assessment and risk management as well as assessing and discussing risks arising from financial reporting. The Audit Committee also provides oversight of the Company’s ERM program, including climate and cyber/information security risks. The Compensation Committee’s risk responsibilities include assessing risks arising from the Company’s compensation and benefit programs. The Nominating and Corporate Governance Committee’s risk responsibilities include discussing governance-related risks. In addition, executive sessions of the Board, which are led by the Lead Independent Director, have focused on certain risk oversight topics from time to time.

The risk management process occurs throughout all levels of the organization, but is also facilitated through a risk management steering committee comprised of senior management, whose members meet regularly to identify and address specific significant risks. Risk management is reflected in the Company’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. The Board periodically receives various reports on risk-related matters, including presentations by senior management with an overview of the risk management program and that include risk management perspectives from each of Matson’s business segments in the company-wide strategic plan.

For more information about Board oversight of cybersecurity and information security, please see our Annual Report on Form 10-K for the year ended December 31, 2023.

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Pay Risk Assessment

In 2023, management worked with the Compensation Committee and Exequity LLP, an independent executive compensation consulting firm retained by the Compensation Committee, to review all Company incentive plans and related policies and practices, the overall structure of total pay and pay mix, the risk management process and related internal controls, and mitigating factors in plan design and governance.

The Company concluded that the risks arising from our incentive compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Board of Directors and Committees of the Board

The Board of Directors held eight meetings during 2023. In conjunction with three of these meetings, the non-management directors of Matson met in formally-scheduled executive sessions led by the Lead Independent Director. In 2023, all directors attended all of the meetings of the Board of Directors and the committees of the Board on which they served. In addition, Matson’s directors are strongly encouraged to attend the Annual Meeting of Shareholders. All seven of the directors then serving on the Board attended the 2023 Annual Meeting.

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 Matson’s website at www.matson.com. Each committee meets regularly throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. The current composition of each committee is set forth below:

Director

Audit

Compensation

Nominating and
Corporate
Governance

Matthew J. Cox

Constance H. Lau

Chair

Mark H. Fukunaga

Chair

Stanley M. Kuriyama

Chair

Meredith J. Ching

Thomas B. Fargo

Jenai S. Wall

Audit Committee: Each member is an independent director under the applicable NYSE listing standards and SEC rules. In addition, the Board has determined that Ms. Lau is an “Audit Committee Financial Expert” 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 nine times during 2023.

Compensation Committee: Each member is an independent director under the applicable NYSE listing standards and SEC rules. The Compensation Committee has general responsibility for the compensation and benefits of the Company’s executive officers and other salaried employees, including incentive compensation and stock incentive plans, and for making recommendations on director compensation to the Board. The Compensation Committee may form subcommittees and delegate such authority as the Compensation Committee deems appropriate, subject to any restrictions by law or listing standard. For further information on the processes and procedures for consideration of executive

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compensation, see the “Executive Compensation – Compensation Discussion and Analysis” section of this Proxy Statement. The Compensation Committee met four times during 2023.

Nominating and Corporate Governance Committee: Each member is an independent director under the applicable NYSE listing standards. The functions of the Nominating and Corporate Governance Committee include recommending to the Board individuals qualified to serve as directors; recommending to the Board the size and composition of committees of the Board and monitoring the functioning of the committees; advising on Board composition and procedures; reviewing corporate governance issues; overseeing the annual evaluation of the Board; and ensuring that an evaluation of management occurs. The Nominating and Corporate Governance Committee met three times during 2023.

Director Nomination Processes

The Nominating and Corporate Governance Committee identifies potential nominees by asking current directors to notify the Nominating and Corporate Governance Committee of qualified persons who might be available to serve on the Board. From time to time, the Nominating and Corporate Governance Committee also engages firms that specialize in identifying director candidates.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. In considering such candidates, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the Nominating and Corporate Governance Committee, a shareholder must submit a written recommendation that meets the requirements of the Company’s Bylaws, including the name of the shareholder, evidence of the shareholder’s ownership of Matson stock (including the number of shares owned and the length of time of ownership), the name of the candidate, the candidate’s qualifications to be a director and the candidate’s consent for such consideration.

The shareholder recommendation and information described above must be sent to the Corporate Secretary at 555 12th Street, Oakland, California 94607.

The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director are high ethical standards, a commitment to shareholders, a genuine interest in Matson and a willingness and ability to devote adequate time to a director’s duties. The Company’s Corporate Governance Guidelines authorize the Nominating and Corporate Governance Committee to consider other factors it deems to be in the best interests of Matson and its shareholders, including whether nominees possess such knowledge, experience, skills, expertise and diversity to enhance the Board’s ability to manage and direct the business and affairs of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE rules. While the Nominating and Corporate Governance Committee does not have a separate written diversity policy, it does consider diversity, including diversity of knowledge, skills, professional experience, gender, ethnicity, education, expertise, and representation in industries relevant to the Company, as an important factor in its evaluation of candidates. The Nominating and Corporate Governance Committee and the Board assesses its effectiveness in this regard as part of the annual Board and committee evaluation process. The Nominating and Corporate Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends any measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills and expertise to oversee the Company’s execution of its strategy.

Once a potential candidate has been identified by the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee reviews information regarding the person to determine whether the person should be considered further. If appropriate, the Nominating and

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Corporate Governance Committee may request information from the candidate, review the person’s accomplishments, qualifications and references, and conduct interviews with the candidate. The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to promote the effective functioning of the Board and its committees. The guidelines provide details on matters such as:

Goals and responsibilities of the Board;
Selection of directors, including the Chairman of the Board and the Lead Independent Director;
Board membership criteria and director retirement age;
Stock ownership guidelines;
Director independence and executive sessions of non-management directors;
Oversight of sustainability matters;
Board self-evaluation;
Board compensation;
Board access to management and outside advisors;
Board orientation and continuing education; and
Leadership development, including annual evaluations of the CEO and management succession plans.

“Plurality Plus” Policy. Our Corporate Governance Guidelines provide that any director nominee who receives a greater number of “withhold” votes than “for” votes in an uncontested election is required to tender his or her resignation for consideration by the Nominating and Corporate Governance Committee of the Board. The Nominating and Corporate Governance Committee will consider the resignation offer and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board will consider the recommendation of the Nominating and Corporate Governance Committee and will determine whether or not to accept the resignation offer. Full details of this policy are set forth in our Corporate Governance Guidelines, which are available on the corporate governance page of Matson’s website at www.matson.com.

Sustainability

Matson’s core values include being an industry leader in environmental stewardship, contributing positively to the communities in which we live and work, and conducting our business with integrity and accountability. Matson’s sustainability strategy is intended to support our business goals and strategic direction.

Our Corporate Governance Guidelines provide that as part of our commitment to sustainability, the Board, with the assistance of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, is responsible for overseeing sustainability matters relevant to the Company’s business, including sustainability matters. In 2023, sustainability topics were presented or discussed at every regular Board meeting and included reviews of Matson’s sustainability disclosures, sustainability reports (which generally are aligned with the Global Reporting Initiative, the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures (“TCFD”)

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reporting frameworks), long-term fleet plans, GHG emission reduction goals, human capital management, regulatory updates and compliance matters.

For more information about our sustainability reports, initiatives and strategy, please see our website at www.matson.com/sustainability.

Compensation of Directors

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

2023 DIRECTOR COMPENSATION

    

Fees Earned

    

    

All Other

    

or Paid in Cash

Stock Awards

Compensation

Total

Name

($)

($)(1)(2)

($)(3)

($)

(a)

 

(b)

 

(c)

 

(g)

 

(h)

Meredith J. Ching

 

94,000

 

130,048

 

1,593

 

225,641

Thomas B. Fargo

 

97,750

 

130,048

 

3,719

 

231,517

Mark H. Fukunaga

 

110,000

 

130,048

 

1,593

 

241,641

Stanley M. Kuriyama

 

140,000

 

130,048

 

6,770

 

276,818

Constance H. Lau

 

118,750

 

130,048

 

1,593

 

250,391

Jenai S. Wall

 

103,750

 

130,048

 

1,593

 

235,391

(1)

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

(2)

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

(3)

Represents dividend equivalent amounts payable upon vesting of restricted stock units.

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

Annual cash retainer:

    

    

$

85,000

Additional annual cash retainer for Lead Independent Director:

$

30,000

Additional annual cash retainers for committee service:

 

Chair

 

Member

Audit Committee

$

24,000

$

9,000

Compensation Committee

$

17,500

$

7,500

Nominating and Corporate Governance Committee

$

16,000

$

6,000

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

Excess meeting fees (per meeting):

   

More than seven Board meetings

$

1,500

More than six Audit Committee meetings

$

750

More than five Compensation Committee meetings

$

750

More than four Nominating and Corporate Governance Committee meetings

$

750

Directors who are employees of Matson or its subsidiaries did not receive compensation for serving as directors. Non-employee directors may defer half or all of their annual cash retainer and meeting fees until retirement or until a later date they may select; Ms. Wall deferred all of her respective annual cash retainers and meeting fees in 2023.

Under the terms of the Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan (the “2016 Plan”), an automatic grant of approximately $130,000 in restricted stock units was awarded to each director who is elected or reelected as a non-employee director at each Annual Meeting of Shareholders. These awards have 100% cliff vesting on the earlier of the grant date anniversary or the next annual shareholders meeting following the date of the grant. Non-employee directors may defer all or a portion of their vested shares until cessation of board service or the fifth anniversary of the award date, whichever is earlier. The deferred shares earn dividend equivalents that are paid when the shares are issued. Admiral Fargo elected to make such a deferral in 2023.

Directors have business travel accident coverage of $200,000 for themselves and $50,000 for their spouses while accompanying directors on Matson business. They participate in Matson’s global medical program. They may also participate in the Company’s matching gifts program for employees, in which the Company matches contributions to qualified cultural and educational organizations up to a maximum of $3,000 annually.

Director Stock Ownership Guidelines

The Board has Stock Ownership Guidelines that encourage each non-employee director to own Matson common stock (including restricted stock units) with a value of five times the amount of the current cash retainer within five years of becoming a director. All current non-employee directors have met the established guidelines.

Shareholder Engagement

Matson values the views of its shareholders, which is why we regularly and proactively engage with our largest shareholders throughout the year and share their perspectives with the Board. During 2023, management met or offered to meet with shareholders who collectively own more than sixty percent of our stock. Management, including our Chairman and CEO, discussed with shareholders our business strategy and operations, environmental stewardship matters and human capital management issues. We also solicited feedback on these and a variety of other topics.

Communications with Directors

Shareholders and other interested parties may contact any of the directors, including the Lead Independent Director, or the independent directors as a group, by mailing correspondence “c/o Matson Law Department” to Matson’s corporate office at 555 12th Street, Oakland, California 94607. The Law

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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.

SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS

The following table lists the names and addresses of the only shareholders known by Matson to have owned beneficially more than five percent of Matson’s common stock outstanding as of December 31, 2023, 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. To our knowledge and except as indicated in the footnotes, such shareholders have sole voting and dispositive power over shares they beneficially own.

    

Amount of

    

Percent of

Name and Address of Beneficial Owner

Beneficial Ownership

Class

BlackRock, Inc.

 

5,879,197 (a)

17.07%

50 Hudson Yards

New York, NY 10001

The Vanguard Group

 

3,768,624 (b)

10.94%

100 Vanguard Blvd.

Malvern, PA 19355

Dimensional Fund Advisors LP

 

2,658,644 (c)

7.72%

6300 Bee Cave Road

Building One

Austin, TX 78746

ArrowMark Colorado Holdings, LLC

 

1,849,740 (d)

5.37%

100 Fillmore Street, Suite 325

Denver, CO 80206

(a)

As reported in a Schedule 13G/A filed with the SEC on January 22, 2024, as of December 31, 2023, BlackRock, Inc. has sole voting power over 5,693,797 shares and sole dispositive power over 5,879,197 shares, and does not have shared voting or shared dispositive power over any shares.

(b)

As reported in a Schedule 13G/A filed with the SEC on February 13, 2024, as of December 29, 2023, The Vanguard Group has shared voting power over 24,789 shares, sole dispositive power over 3,725,356 shares, shared dispositive power over 43,268 shares, and does not have sole voting power over any shares.

(c)

As reported in a Schedule 13G/A filed with the SEC on February 9, 2024, as of December 29, 2023, Dimensional Fund Advisors LP has sole voting power over 2,618,583 shares, sole dispositive power over 2,658,644 shares, and does not have shared voting or shared dispositive power over any shares.

(d)

As reported in a Schedule 13G filed with the SEC on February 14, 2024, as of December 31, 2023, ArrowMark Colorado Holdings, LLC has sole voting and dispositive power over 1,849,740 shares and does not have shared voting or shared dispositive power over any shares.

CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS

Security Ownership of Directors and Executive Officers

The following table shows the number of shares of Matson common stock beneficially owned as of February 23, 2024 by each director and nominee, by each Named Executive Officer (as defined below), and by directors, nominees and executive officers as a group. To our knowledge and subject to

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applicable community property rules, except as indicated in the footnotes, directors, nominees and executive officers have sole voting and dispositive power over shares they beneficially own.

    

Number of

    

Restricted

    

    

Percent of

Name or Number in Group

Shares Owned(a)

Stock Units(b)

Total

Class

Meredith J. Ching

29,920

29,920

*

Matthew J. Cox

218,591

218,591

*

Thomas B. Fargo (c)

 

32,083

 

 

32,083

 

*

Mark H. Fukunaga (c)

 

24,297

 

 

24,297

 

*

Stanley M. Kuriyama (c)

 

45,656

 

 

45,656

 

*

Constance H. Lau

 

69,038

 

 

69,038

 

*

Bradley D. Tilden

0

0

Jenai S. Wall

 

12,342

 

 

12,342

 

*

Joel M. Wine

 

162,583

 

 

162,583

 

*

Peter T. Heilmann

 

49,526

 

 

49,526

 

*

John P. Lauer

 

33,536

 

 

33,536

 

*

Rusty K. Rolfe

 

21,918

 

 

21,918

 

*

21 Current Directors and Executive Officers as a Group

 

801,406

 

92

 

801,498

 

2.32%

(a)

Amounts include shares as to which directors, nominees and executive officers have shared voting and dispositive power, as follows: Ms. Ching and spouse – 2,800 shares.

(b)

Amounts include shares deemed to be beneficially owned by directors, nominees and executive officers because they may be acquired within 60 days from February 23, 2024 upon the vesting of restricted stock units.

(c)

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

*

Represents less than 1% of the issued and outstanding shares of the Company’s common stock as of February 23, 2024.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires Matson’s directors and executive officers, and persons who own more than 10% of Matson’s common stock, to file reports of ownership and changes in ownership with the SEC. Based solely on a review of those reports filed with the SEC and any written representations that no other reports were required, Matson believes that, during fiscal 2023, its directors and executive officers and persons who owned more than 10% of Matson’s common stock filed all reports required to be filed under Section 16(a) on a timely basis.

Certain Relationships and Transactions

Matson has adopted a written policy under which the Audit Committee must approve all related person transactions that are disclosable under SEC Regulation S-K, Item 404(a). Prior to entering into a transaction with Matson, directors and executive officers (and their family members) and shareholders who beneficially own more than five percent of Matson’s common stock 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’s independence in the event the person in question is a director, an immediate family member of a director or an entity in which a director 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

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only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders.

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. Approval by a majority of the Audit Committee members will be sufficient to approve the related person transaction. If a related person transaction is approved in this manner, the action will be reported at the next Audit Committee meeting.

If the Company becomes aware of a related person transaction that has not been previously approved, the Audit Committee will evaluate the transaction, taking into account the same factors described above. Based on the conclusions reached, the Audit Committee will evaluate all options, including but not limited to ratification, amendment or termination of the related person transaction. The transactions described below were approved by the Audit Committee in accordance with its written procedures.

Mr. Fukunaga, a director of Matson, is Executive Chairman, and together with members of his immediate family, owns more than 10% of the common stock, of Servco. In 2023, Matson provided shipping services to or for the benefit of Servco and its subsidiaries for approximately $1,990,100, and Matson paid Servco approximately $108,400 for the lease of forklift equipment and parts, which amounts are less than 2% of Servco and Matson’s consolidated gross revenues. The transactions between Servco and Matson were conducted in the ordinary course of business on standard commercial terms.

Ms. Wall, a director of Matson, is Chairman and Chief Executive Officer, and together with members of her immediate family, owns more than 10% of the common stock, of Foodland. In 2023, Matson provided shipping services to or for the benefit of Foodland for approximately $674,100. The transactions between Foodland and Matson were conducted in the ordinary course of business on standard commercial terms.

The parents of Vicente S. Angoco, the Senior Vice President, Alaska of Matson, own and operate a company that provides drayage of some Matson containers in Guam. The approximate dollar value of the payment from Matson in connection with this service in 2023 was $218,700. The brother of Mr. Angoco owns and operates a company with which the Company contracts for chassis repair and maintenance services in Guam. The approximate dollar value of the payment from Matson in connection with this service in 2023 was $318,900. The brother-in-law of Mr. Angoco owns and operates a company with which the Company contracts for the provision of temporary and contract workers in Guam. The approximate dollar value of the payment from Matson in connection with this service in 2023 was $601,100. Mr. Angoco has no monetary or other interest in any of the businesses described above. These transactions were conducted in the ordinary course of business on standard commercial terms.

Code of Ethics

Matson has adopted a Code of Ethics that applies to the CEO, the Chief Financial Officer (“CFO”) and the Controller. A copy of the Code of Ethics is posted on the corporate governance page of Matson’s corporate website at www.matson.com. Matson intends to disclose any changes in or waivers from its Code of Ethics by posting such information on its website within four business days following the amendment or waiver, to the extent required by applicable rules.

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Code of Conduct

Matson has adopted a Code of Conduct, which is applicable to all directors, officers and employees, and is posted on the corporate governance page of Matson’s corporate website at www.matson.com. Matson intends to disclose any changes in its Code of Conduct or waivers from its Code of Conduct granted to directors or executive officers by posting such information on its website within four business days following the amendment or waiver, to the extent required by applicable rules.

Executive Officers

The name of each executive officer of Matson, his or her age as of March 11, 2024, and present and prior positions with Matson and business experience for the past five years, and the diversity of the executive officers in the aggregate, are given below. Generally, the term of office of executive officers is at the pleasure of the Board of Directors.

Gender

    

Diversity

13% of executive officers self-identify as female

27% of executive officers self-identify as diverse

Graphic

Graphic

Vicente S. Angoco, Jr. (57): Senior Vice President since June 2012; Senior Vice President, Alaska of MatNav since July 2022; Senior Vice President, Pacific of MatNav, January 2011 – June 2022; first joined Matson or a subsidiary in 1996.

Grace M. Cerocke (45): Senior Vice President since February 2021; Senior Vice President, Finance of Matson Logistics, since February 2021; Vice President, Finance of Matson Logistics, October 2012 – January 2021; first joined Matson or a subsidiary in 1997.

Matthew J. Cox (62): Chairman of the Board since April 2017 and Chief Executive Officer since June 2012; President, June 2012 – April 2017; Chairman and Chief Executive Officer of MatNav since June 2012; President of MatNav, October 2008 – April 2017; first joined Matson or a subsidiary in 2001.

Qiang Gao (60): Senior Vice President since February 2021; Senior Vice President, Asia of MatNav since February 2021; Vice President, Asia of MatNav, September 2012 – January 2021; first joined Matson or a subsidiary in 2003.

Peter T. Heilmann (55): Executive Vice President, Chief Administrative Officer and General Counsel since February 2021; Senior Vice President, Chief Administrative Officer and General Counsel, April 2018 – February 2021; Senior Vice President and Chief Administrative Officer, April 2017 – April 2018; Senior Vice President and Chief Legal Officer, March 2014 – April 2017; Executive Vice President, Chief Administrative Officer and General Counsel of MatNav since February 2021; Senior Vice President, Chief Administrative Officer and General Counsel of MatNav, April 2017 – February

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2021; Senior Vice President and Chief Administrative Officer of MatNav, March 2014 – April 2017; first joined Matson or a subsidiary in 2012.

Leonard P. Isotoff (52): Senior Vice President since April 2022; Senior Vice President, Pacific of MatNav since April 2022; Vice President, Sales – Hawaii of MatNav, July 2016 – April 2022; first joined Matson or a subsidiary in 1999.

Richard S. Kinney (60): Senior Vice President since April 2020; Senior Vice President, Network Operations of MatNav since January 2020; Vice President, West Coast Terminals and Purchasing of MatNav, May 2017 – January 2020; Vice President, Equipment & Inland Operations, January 2016 – April 2017; first joined Matson or a subsidiary in 1998.

John P. Lauer (63): Executive Vice President and Chief Commercial Officer since February 2021; Senior Vice President and Chief Commercial Officer, April 2017 – January 2021; Senior Vice President, Ocean Services, March 2015 – April 2017; Executive Vice President and Chief Commercial Officer of MatNav since February 2021; Senior Vice President and Chief Commercial Officer of MatNav, April 2017 – January 2021; Senior Vice President, Ocean Services of MatNav, March 2015 – April 2017; first joined Matson or a subsidiary in 2007.

Ku`uhaku T. Park (57): Senior Vice President since February 2022; Senior Vice President, Government and Community Relations of MatNav since February 2022; Vice President, Government and Community Relations of MatNav, October 2012 – January 2022; first joined Matson or a subsidiary in 2012.

Laura L. Rascon (61): Senior Vice President since February 2021; Senior Vice President, Customer Experience of MatNav since February 2021; Vice President, Customer Support of MatNav, July 2008 – January 2021; first joined Matson or a subsidiary in 1983.

Rusty K. Rolfe (66): Executive Vice President since February 2021; Senior Vice President, June 2012 – January 2021; President of Matson Logistics since July 2012; first joined Matson or a subsidiary in 2001.

Christopher A. Scott (50): Senior Vice President since February 2021; Senior Vice President, Transpacific Services of MatNav since February 2021; Vice President, Transpacific Services of MatNav, January 2015 – January 2021; first joined Matson or a subsidiary in 1995.

John W. Sullivan (70): Senior Vice President since April 2020; Senior Vice President, Vessel Operations and Engineering of MatNav since January 2020; Vice President, Vessel Operations and Engineering of MatNav, August 2003 – January 2020; first joined Matson or a subsidiary in 1993.

Jason L. Taylor (50): Senior Vice President since February 2022; Senior Vice President, Human Resources of MatNav since February 2022; Vice President, Human Resources of MatNav from January 2018 – January 2022; Director, HR Operations from December 2015 – December 2017; first joined Matson or a subsidiary in 2012.

Joel M. Wine (52): Executive Vice President and Chief Financial Officer since February 2021; Senior Vice President and Chief Financial Officer, September 2011 – January 2021; Executive Vice President and Chief Financial Officer of MatNav since February 2021; Senior Vice President and Chief Financial Officer of MatNav, June 2012 – January 2021; first joined Matson or a subsidiary in 2011.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis (“CD&A”), Matson explains the material elements of its 2023 compensation practices for the executive officers named in the Summary Compensation Table on page 35 (collectively, the “Named Executive Officers” or “NEOs”). The NEOs for 2023 are:

Matthew J. Cox, Chairman of the Board and Chief Executive Officer,
Joel M. Wine, Executive Vice President and Chief Financial Officer,
Peter T. Heilmann, Executive Vice President, Chief Administrative Officer and General Counsel,
John P. Lauer, Executive Vice President and Chief Commercial Officer, and
Rusty K. Rolfe, Executive Vice President, and President, Matson Logistics

Executive Summary

In 2023, Matson navigated a challenging U.S. economic environment defined by rising interest rates, high inflation and a lingering risk of recession. Additionally, the Company expected a softening in China service volume and freight rates as compared to the pandemic-level highs achieved in 2022, representing a normalization in the Transpacific trade approaching pre-pandemic levels. However, due to the reliability of the Company’s expedited ocean services during the pandemic period and capacity realignment in the Transpacific trade, Matson experienced strong demand for its China service yielding significantly higher freight rates than pre-pandemic levels. As a result, while below the pandemic-level highs achieved in 2022, the Company continued to deliver strong financial performance in 2023 that significantly outpaced pre-pandemic benchmarks.

For 2023, Matson generated net income of $297.1 million, or $8.32 per diluted share, as compared to net income of $1,063.9 million, or $27.07 per diluted share, generated in 2022. Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for 2023 declined $1,009.5 million year-over-year to $516.7 million. A reconciliation of our GAAP to non-GAAP results can be found in Exhibit A to this Proxy Statement. Matson had a solid year in 2023 with strong performance in both its Ocean Transportation and Logistics business segments as the Company transitioned from the pandemic period. Since 2019, net income, diluted earnings per share and EBITDA have increased by 259.3%, 335.6% and 95.5%, respectively.

The Company’s 2023 results exceeded the maximum award annual performance measures that were incorporated into the Board of Directors approved 2023-2025 Operating Plan, and Matson’s three-year performance for the period ended December 31, 2023 under the equity compensation program was above the levels required for maximum payouts. Each operating plan is Matson’s tactical and strategic view of future performance, and contains a three-year projection of financial and operating results, the key elements of which are incorporated as performance targets in the Company’s incentive compensation plans, as discussed in this CD&A.

Pay-for-performance. In line with Matson’s continuous emphasis on designing and managing a compensation program that links pay to performance, performance-based awards are determined using the following performance metrics: EBITDA for the Company’s annual cash incentive plan and a combination of average annual return on invested capital (“ROIC”) and three-year cumulative total shareholder return (“TSR”) relative to peer indices for the Company’s Performance Share awards (“Performance Shares”). These performance metrics align with Matson’s strategic objectives for profitable growth, efficient use of capital and increasing the value of Matson’s common stock for

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shareholders. Compensation awarded to the NEOs for 2023 performance reflected Matson’s financial results:

Annual Cash Incentive: Maximum achievement with respect to the Company’s consolidated EBITDA goal and above target performance of individual goals resulted in payouts for NEOs ranging from approximately 185% to 192% of their respective targets. See “Components of Executive Compensation – Annual Cash Incentives”.
2021-2023 Performance Shares: Strong performance for both ROIC and relative TSR resulted in payouts for NEOs of 250% of their respective targets. See “Components of Executive Compensation – Equity-Based Compensation”.

Matson’s Compensation Philosophy

The objective of Matson’s executive compensation program is to help attract, retain and motivate talented executives who provide strong leadership for Matson and develop and execute effective strategies that maximize long-term shareholder value. The program is designed to be market competitive and emphasize pay-for-performance by making the majority of NEO compensation “at risk”. This is accomplished by aligning incentive pay with the achievement of (1) key annual and long-term operating goals, (2) growth in shareholder value and (3) individual performance goals. In 2023, 81% of Mr. Cox’s and approximately 69% of the other NEOs’ target total direct compensation was variable and at-risk based on annual and long-term performance. The material elements of total direct compensation for Matson’s NEOs are base salaries, annual cash incentives and equity incentives. Annual equity awards are split evenly between time-based restricted stock units (“time-based RSUs”) and Performance Shares that are measured over a three-year performance period. NEOs are also eligible for retirement, severance and change in control termination benefits and participate in other employee health and welfare programs.

All elements of total direct compensation to the NEOs are generally benchmarked against the 50th percentile of competitive market practices. However, market data is only one of many factors considered in determining individual executive pay, including demonstrated performance, experience in the position, scope of impact and internal equity with other executives.

In order to promote the compensation philosophy described above, Matson continues to monitor its existing pay practices, as highlighted below, to ensure that it adopts the best practices to the extent they are aligned to the business goals and strategy of the Company, as well as shareholder interests.

Promote Good Pay Practices

    

Discourage Bad Pay Practices

ü

Change in control agreements that include double triggers requiring both a change in control event and termination of employment before any severance payments can be made

ü

Pay packages for the CEO and NEOs that are in line with the Company’s peer group

ü

Different financial, operating and stock price performance metrics to determine incentive payments in annual and long-term incentive awards

ü

Vesting of 50% of annual equity award is tied to achievement of specified performance goals, including relative TSR

û

No employment contracts with any executive officer

û

No guaranteed bonus payments to executive officers

û

No bonus payouts that are not tied to performance

û

No single trigger vesting of equity in change of control

û

No pension payouts that are not proportional to pension payouts to employees generally

û

No excessive perquisites

û

No excessive severance or change in control provisions

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Promote Good Pay Practices

    

Discourage Bad Pay Practices

ü

Strong executive and director stock ownership guidelines

ü

Minimum vesting periods of three years on all equity awards to senior executives

ü

No-fault clawback policy that applies to all senior management

ü

Policy prohibiting hedging and other speculative transactions involving Company stock by employees, officers and directors

ü

Policy prohibiting pledging of Company stock by officers and directors

û

No tax reimbursements or gross-ups

û

No dividends or dividend equivalents paid on unvested Performance Shares

û

No unreasonable internal pay disparity

û

No re-pricing or replacing of underwater stock options, without prior shareholder approval

û

No above-market interest on deferred compensation plans

Matson’s Continued Focus on Pay-for-Performance

Say-on-Pay Vote in 2023. At the 2023 Annual Meeting of Shareholders, an advisory vote approved the compensation of the NEOs with over 98% of votes cast voting in favor of the executive compensation program. The Compensation Committee took these results into consideration and concluded it should continue to apply the same basic compensation philosophy.

Pay-for-Performance Emphasis. The following features of the 2023 NEO compensation program emphasize Matson’s focus on pay-for-performance:

Performance Metrics are Aligned with Shareholder Value. Matson’s performance-based awards are determined using the following performance metrics: EBITDA for the Company’s annual incentive plan and ROIC and TSR relative to peer indices for the Company’s Performance Shares. These performance metrics align with Matson’s strategic objectives for profitable growth, efficient use of capital and increasing the value of Matson’s common stock for shareholders. The financial performance metrics used for annual cash and long-term incentive compensation are also different in order to avoid focusing the NEOs’ attention on a single performance goal at the expense of achieving other important goals for maximizing the long-term value of the Company for shareholders.
Multi-Year Performance Periods to Emphasize Long-Term Growth. Matson grants Performance Shares focused on multi-year performance over a three-year measurement period with vesting determined at the end of the period based on average annual ROIC and three-year cumulative TSR relative to the companies comprising the S&P Transportation Select Industry Index and S&P MidCap 400 Index. The three-year performance period is intended to encourage Matson’s NEOs to focus on growth of the Company and shareholder value over a multi-year period of time. Performance Shares granted in 2023 will not be settled until 2026 following the end of the three-year performance period (FY 2023-2025).
No Stock Option Grants. With its continued emphasis on granting awards that contain specific performance goals, such as the Performance Shares, Matson again did not grant stock options to its NEOs in 2023.

Compensation Decision Process

Role of the Compensation Committee. The Compensation Committee of Matson’s Board makes all decisions about the compensation of the NEOs. The process that it follows for Mr. Cox is different from the process for all other NEOs.

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Determining CEO Compensation. For decisions affecting the CEO’s compensation, the Board has a formal performance review process that starts at the beginning of the year with an analysis and establishment of the CEO’s future performance goals. The Lead Independent Director works with the CEO in developing the CEO’s objectives. The Lead Independent Director and the Compensation Committee review a variety of factors, including the CEO’s prior performance objectives, the CEO’s achievement of those objectives, the performance of the Company, the Company’s current Operating Plan, as well as the Compensation Committee’s independent consultant’s market analysis and recommendations of CEO pay, including target annual incentive levels and equity grants. Following the analysis and review process, the Compensation Committee receives input from the Board of Directors, after which the Board finalizes the CEO’s annual performance objectives. The objectives for any given year include, but are not limited to, achieving the annual Operating Plan results, any growth initiatives, other strategic initiatives, and the CEO’s core responsibilities. The objectives are documented as part of setting the CEO’s annual compensation package.

After completion of the fiscal year, the Lead Independent Director and the Compensation Committee conduct an assessment of the CEO’s performance against the objectives set at the beginning of the year and determine the payout of the CEO’s annual cash incentive. The Compensation Committee also reviews competitive market data and determines the merit adjustment to the CEO’s base salary and size of equity incentive award to be granted. The Compensation Committee subsequently presents the results of this process to the full Board of Directors for approval. The Board of Directors discusses the results of the assessment, including the areas of greatest strength and areas where improvements can be made.

Determining Compensation of other NEOs. For decisions affecting the compensation of the other NEOs, the Compensation Committee follows a similar process, but takes into consideration recommendations made by Mr. Cox.

In evaluating pay actions and the mix of pay elements for all NEOs (including Mr. Cox), the Compensation Committee reviews:

A summary of the value of all compensation elements provided to the executive during the year;
Competitive market peer group and broader industry survey data;
Health and welfare benefits and retirement plan balances;
Prior compensation decisions and realized values for the past five years through tally sheets;
Business strategic goals and performance expectations;
Expected and actual Company and individual performance; and
Insight from the shareholder say-on-pay vote results.

The Compensation Committee uses the above information to evaluate the following:

Alignment of the pay program with the Compensation Committee’s commitment to pay-for-performance;
Consistency with competitive market practices;
Reasonableness and balance of pay elements as they relate to pay risk;
Year-to-year pay movement for each NEO to ensure it reflects any variations in annual performance and market conditions;
Internal pay equity with other executives based on individual performance, job scope and impact; and
The effect of potential future payments, awards and plan design changes on the executive’s total pay package.

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Role of the CEO. Mr. Cox recommends annual compensation actions for other NEOs to the Compensation Committee. In consultation with each NEO, Mr. Cox develops individual performance plans that serve as the basis for the determination of annual incentive awards. After the completion of the fiscal year, Mr. Cox reviews executive officer performance relative to individual goals and Company performance and makes recommendations to the Compensation Committee about each officer’s incentive award. In addition to performance results, Mr. Cox considers any changes in job scope, internal pay relationships to other executives, merit increase guidelines and market pay studies to recommend changes in base salary, annual cash incentive awards and equity awards for Compensation Committee approval.

Role of Independent Consultant. The Compensation Committee believes that using an independent compensation consultant is important in developing executive compensation programs that are reasonable, consistent with Matson’s pay philosophy and market competitive. Since 2012, the Compensation Committee has retained Exequity LLP (“Exequity”), an independent executive compensation consulting firm, to provide executive compensation services. Exequity reports directly to the Compensation Committee and the Compensation Committee Chair pre-approves all executive compensation engagements, including the nature, scope and fees of assignments. Exequity advised the Compensation Committee on all aspects of executive compensation including the following during 2023:

Recommended peer group assessment criteria and identified and recommended potential peer companies;
Provided information on trends and regulatory developments for executive compensation;
Evaluated the size and structure of the components of Matson’s executive compensation program relative to the Company’s peer group and broader market practices;
Reviewed and commented on recommendations regarding executive pay, including target annual incentive levels, equity grants, and performance share unit design;
Reviewed the compensation risk assessment; and
Reviewed and assisted in the preparation of the executive compensation disclosure in the annual proxy statement, including the new pay versus performance disclosures.

Exequity also assessed Board pay levels, reviewed the structure of Board compensation, and made recommendations regarding Board pay. In the course of fulfilling these responsibilities, a representative attended all Compensation Committee meetings held during the year, participated in executive sessions of the Compensation Committee without management present, and met with management from time to time to gather relevant information and provide input in assessing management proposals. The Compensation Committee’s executive compensation decisions, including the specific amounts paid to Matson’s executive officers, are made through the exercise of its own judgment and may reflect factors and considerations other than the information and recommendations provided by its compensation consultant, including the executive’s role and organizational impact, experience, tenure, sustained performance over time, and internal pay relationships. Exequity has not provided any other services to the Compensation Committee and has received no compensation from the Company other than with respect to the services described above.

Pursuant to SEC rules, the Compensation Committee has assessed the independence of Exequity and concluded that no conflict of interest exists that would prevent Exequity from independently representing the Compensation Committee.

Role of Management. Management assists the Compensation Committee in its role of determining executive compensation in a number of ways, including:

Providing management’s perspective on compensation plan structure and implementation;

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Identifying appropriate performance measures and establishing individual performance goals that are consistent with the Board-approved Operating Plan;
Providing the data used to measure performance against established goals, with Mr. Cox providing perspective on individual executive performance and compensation amounts; and
Providing recommendations, based on information provided by the Compensation Committee’s consultant, regarding pay levels for NEOs in 2023 on the basis of plan formulas, salary structures and Mr. Cox’s assessment of individual officer performance.

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

The Compensation Committee’s consultant conducted an independent review of the peer group and established the following selection criteria to develop a recommended peer group for the Compensation Committee’s approval:

Transportation-related companies (including air freight, airline, marine, railroad, trucking and logistics management operations);
Companies with similar size characteristics, including annual revenues generally within one-half to two times Matson’s annual revenue and, as secondary size measures, total assets and market capitalization; and
Additional companies that may be outside these size parameters but have other relevant business and operating characteristics to Matson and are influenced by similar economic and regulatory factors.

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

ArcBest Corporation

Atlas Air Worldwide Holdings, Inc.

Echo Global Logistics, Inc.

Forward Air Corporation

Hawaiian Holdings, Inc.

Hub Group, Inc.

Kansas City Southern

Knight-Swift Transportation Holdings Inc.

Landstar System, Inc.

Old Dominion Freight Line, Inc.

Saia, Inc.

Schneider National, Inc.

Werner Enterprises, Inc.

·

Air Transport Services Group, Inc.

·

ArcBest Corporation

·

Atlas Air Worldwide Holdings, Inc.

·

Forward Air Corporation

·

Hawaiian Holdings, Inc.

·

Hub Group, Inc.

·

Kirby Corporation

·

Knight-Swift Transportation Holdings Inc.

·

Landstar System, Inc.

·

Old Dominion Freight Line, Inc.

·

Ryder System, Inc.

·

Saia, Inc.

·

Schneider National, Inc.

·

Werner Enterprises, Inc.

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

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Mr. Cox, given the limited number of similarly sized companies in the peer group and competition for talent with other industry segments.

Components of Executive Compensation

The material elements of compensation for Matson’s NEOs are base salaries, annual cash bonuses and equity incentives. NEOs also are eligible for retirement, severance and change in control termination benefits and participate in other employee benefit programs.

Base Salary: Salary is intended to provide a minimum fixed rate of pay which comprises less than 32% of an NEO’s target total direct compensation. Salary increases can be awarded in recognition of individual performance, organizational advancement and increasing levels of responsibility, as well as projections for market movement and merit guidelines established for the Company. Generally, base salaries for Matson’s NEOs are based on the Compensation Committee’s determination of appropriate salary levels, taking into consideration peer group and survey information, Mr. Cox’s recommendations (for NEOs other than himself), the executive’s role in the organization, individual performance during the prior fiscal year and relative pay position to other Matson executives.

The Compensation Committee elected not to increase the NEOs’ base salaries in 2023.

Annual Cash Incentives: Annual incentives for NEOs are provided through the Cash Incentive Plan (the “CIP”). The CIP is designed to align performance incentives at all participating organization levels, to motivate executives to contribute to the Company’s success and to reward them if they achieve specific pre-established corporate and individual goals. These goals are established in February of each year using the metrics described below.

Weighting of Goals. The weighting of the corporate and individual goals depends on the executive’s position and responsibilities. The intention is to weight a significant portion of the awards on the financial results of the Company, but balance that with important strategic and operating goals that have been established for the year through the individual portion. The 2023 weighting was as follows:

Weighting of 2023 CIP Goals for NEOs

NEO

    

Corporate

    

Individual

Matthew J. Cox

 

70%

30%

Joel M. Wine

 

70%

30%

Peter T. Heilmann

 

70%

30%

John P. Lauer

 

70%

30%

Rusty K. Rolfe

 

70%

30%

Determination of Annual Cash Incentive Award. Each component – corporate and individual – is evaluated against the respective performance goals. There are three levels of award opportunities for each component: threshold, target and maximum. In 2023, the target award opportunity levels for NEOs ranged from 70% to 100% of annual base salary, which is consistent with competitive market targets. If a threshold goal is not achieved, there is no payout for that component. If threshold goals are achieved, a participant receives 50% of the target award opportunity set for that component. If target or maximum goals are achieved, a participant receives 100% or 200%, respectively, of the target award opportunity for that component. Awards are prorated for performance between the threshold, target and maximum levels, as applicable. No additional award is provided for performance above the extraordinary individual goal level. The maximum achievable award in the aggregate is 200% of the NEO’s target award opportunity.

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Mr. Cox reviews the annual individual incentive award calculations for each individual other than himself and makes recommendations to the Compensation Committee regarding payouts. For Mr. Cox’s individual incentive award calculation, the Lead Independent Director reviews Mr. Cox’s individual performance achievement and provides the results to the Compensation Committee. The Compensation Committee reviews and approves all awards and has discretion to modify recommended awards to take into consideration factors it believes appropriately reflect the performance of the Company and the individual. Such factors vary, but may include, for individuals, adjustments for executives taking on temporary but significant responsibilities in addition to their normal job roles, or for the Company or a business unit, adjustments for extraordinary or unusual events.

Company Performance. The corporate component measure in 2023 was based on the 2023 Operating Plan approved by the Board of Directors and was weighted 100% on consolidated EBITDA performance and, for Mr. Rolfe, an additional measure based on EBITDA performance of the Logistics business, subject to any adjustments made to more accurately reflect the Company’s 2023 performance. Any adjustments are at the sole discretion of the Compensation Committee. EBITDA was selected as the CIP corporate performance measure because the Company believes it best reflects the annual operating results of business execution and profitability levels. The Company believes that EBITDA is a critical annual operating performance measure and, in combination with the multi-year performance measures of ROIC and relative TSR applicable to Performance Shares (described below in “Performance Shares”), provides focus and alignment with shareholder interests.

Annual incentive goals at threshold, target and maximum are approved by the Compensation Committee in February of each year. The 2023 annual corporate and business unit targets reflected the Company’s Board-approved Operating Plan. When establishing the Operating Plan, management and the Board of Directors consider the historical performance of the Company, external elements such as economic conditions and competitive factors and Company capabilities. In 2023, the Compensation Committee set threshold performance at 90% of target and maximum payout at 120% of target for EBITDA results. The threshold and maximum goals were determined on the basis of the level of difficulty in achieving the target objective as well as establishing a reasonable range of performance variability around the Operating Plan target.

For determination of CIP award levels for 2023, the Company’s financial and operating performance was compared to the performance goals approved by the Compensation Committee in February 2023. Corporate goals and the actual result were as follows:

Company Performance Results Related to the 2023 CIP

Corporate Goal

    

Threshold

    

Target

    

Maximum

    

Actual

EBITDA (000s)

$

247,548

$

275,053

$

330,064

$

516,681

Logistics EBITDA (000s)

$

46,272

$

51,413

$

61,696

$

60,158

Individual Performance. In addition to the corporate performance goal, 30% of each NEO’s 2023 award under the CIP was based on achieving individual goals, which reflect the NEO’s position in the Company and the activities of the NEO’s business function. Individual goals contain performance metrics and are reviewed by the Compensation Committee each year. Performance against individual goals is assessed at threshold, target and extraordinary levels; achievement of some but not all individual goals can result in a partial payout. The primary individual NEO goals are listed below.

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NEO

    

Individual Goals

Matthew J. Cox

Perform core CEO responsibilities effectively

Deliver on the Company’s key plan priorities

Effective execution of growth initiatives

Launch the Company’s strategic innovation team

Effective engagement and communication with the Board

Joel M. Wine

Perform core CFO responsibilities effectively

Lead strategic growth initiatives and other critical initiatives within the Company

Lead key Information Technology initiatives

Launch the Company’s strategic innovation team

Achieve Company’s cost reduction and margin improvement initiatives

Peter T. Heilmann

Perform core Chief Administrative Officer responsibilities effectively

Oversee resolution of government investigations, general claims and litigation matters

Manage and oversee legal aspects of significant corporate initiatives

Oversee general regulatory compliance and mitigate future litigation risks through compliance

Achieve Company’s cost reduction and margin improvement initiatives

John P. Lauer

Perform core Chief Commercial Officer responsibilities effectively

Lead development of CLX/CLX+ strategies and achieve CLX/CLX+ revenue objectives

Achieve domestic service profitability objectives

Launch the Company’s strategic innovation team

Achieve Company’s cost reduction and margin improvement initiatives

Rusty K. Rolfe

Execute on real estate opportunities

Lead strategic growth initiatives

Launch strategic innovation team for Matson Logistics

Achieve Company’s cost reduction and margin improvement initiatives

Total Performance for 2023. Actual CIP awards earned versus target averaged approximately 190% of the overall targeted goal payouts and were as follows:

2023 CIP Payouts for NEOs

Corporate

Corporate

Overall

Individual

2023

Actual

Performance

Component

Individual

Component

Target

Award

% of

Relative to

Payout(1) (70%

Performance

Payout (30%

NEO

    

Award

    

for 2023

    

Target

    

Target

    

Weighting)

    

Rating

    

Weighting)

Matthew J. Cox

$

904,234

$

1,716,915

190%

200%

$

1,265,928

Above Target

$

450,987

Joel M. Wine

$

410,548

$

787,226

 

192%

200%

$

574,767

 

Above Target

$

212,459

Peter T. Heilmann

$

327,748

$

625,999

 

191%

200%

$

458,847

 

Above Target

$

167,152

John P. Lauer

$

329,494

$

630,619

 

191%

200%

$

461,292

 

Above Target

$

169,327

Rusty K. Rolfe

$

306,685

$

567,520

 

185%

200%/185%

$

406,511

 

Above Target

$

161,009

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

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

Align management and shareholder interests;
Provide incentive to achieve strategic operating goals and increase shareholder value over the longer-term; and
Motivate and retain Matson’s executives.

Performance Shares. In 2023, Matson continued the use of Performance Share awards focused on multi-year performance over a three-year measurement period. Settlement of the Performance Shares granted in 2023 is determined after the end of the three-year performance period (i.e., December 31, 2025). The actual number of shares that vest is based on Matson’s three-year annual average ROIC performance against pre-established goals approved by the Compensation Committee in January 2023 and Matson’s TSR as measured against the S&P Transportation Select Industry Index and S&P MidCap 400 Index over the three-year period. No Performance Shares will vest sooner than three years from the date of grant except under certain circumstances in connection with the occurrence of a change in control of the ownership of Matson.

For 2023, the actual number of Performance Shares earned will be determined at the end of the performance period as of December 31, 2025 based on the Company’s three-year annual adjusted average ROIC and three-year TSR measured relative to the companies comprising the S&P Transportation Select Industry Index and S&P MidCap 400 Index. Adjusted ROIC is defined as (1) net income plus (2) after-tax interest expense minus (3) after-tax interest income on the Company’s capital construction fund balance divided by (4) average debt plus average total shareholders’ equity minus average capital construction fund balance minus construction-in-progress balances related to new vessels, subject to any adjustments made to accurately reflect the Company’s performance. For actual performance between threshold, target and maximum, awards are determined based on straight line interpolation. No dividend equivalents are paid on outstanding Performance Shares. The performance levels and weighting of the ROIC and relative TSR metrics are set forth below:

    

Adjusted ROIC Performance (75%)

    

Relative TSR Performance (25%)

Performance as a % of

Payout  as a % of

Relative TSR

Total Payout as a

Performance Level

    

Target

    

Target

    

Performance

    

% of Target

Maximum

130%

250%

75th Percentile

250%

Target

100%

100%

50th Percentile

100%

Threshold

80%

25%

25th Percentile

25%

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

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

Corporate Goals

    

Threshold

    

Target

    

Maximum

    

Actual

3-Year Average ROIC

 

6.5%

  

8.1%

  

9.7%

33.5%

3-Year Relative TSR – MidCap 400

 

25th

50th

75th

85th

3-Year Relative TSR – Transportation

 

25th

50th

75th

84th

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

2021-2023 Performance Share Award Settlement for NEOs

2021-2023

Performance

2021-2023

Performance

Target

Relative to

Actual

NEO

    

Measure

    

Award (#)

    

Target

    

Payout %

    

Award (#)

Matthew J. Cox

ROIC

16,850

413.6%

250%

42,125

TSR

5,617

84th

250%

14,042

Joel M. Wine

 

ROIC

 

4,649

413.6%

 

250%

11,622

TSR

1,549

84th

250%

3,872

Peter T. Heilmann

 

ROIC

 

4,067

413.6%

 

250%

10,167

TSR

1,356

84th

250%

3,390

John P. Lauer

 

ROIC

 

4,067

413.6%

 

250%

10,167

TSR

1,356

84th

250%

3,390

ROIC(1)

1,163

413.6%

250%

2,907

TSR(1)

387

84th

250%

967

Rusty K. Rolfe

 

ROIC

 

3,487

413.6%

 

250%

8,717

TSR

1,162

84th

250%

2,905

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

Each NEO was awarded a 2021-2023 Performance Share grant in January 2021. Pursuant to the vesting provisions of these grants, vesting occurred on January 27, 2024, and approval of the performance results associated with the awards took place on January 24, 2024.

Restricted Stock Units. In 2023, the Company granted time-based RSUs to the NEOs. Time-based RSU grants align participant interests directly with shareholders and are intended to increase executive beneficial share ownership, focus the efforts of executives on improving long-term stock price performance, and strengthen retention of participants through a three-year vesting period.

Equity-based grants are generally considered and granted annually in January by the Compensation Committee. Mr. Cox makes recommendations for each NEO (other than himself) to the Compensation Committee which retains full discretion to set the grant amount. In determining the type and size of a grant to an executive officer, the Compensation Committee generally considers, among other things:

Company and individual performance;
The executive officer’s current and expected future contributions to the Company;

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Effect of a potential award on total compensation and pay philosophy;
Internal pay equity relationships;
Competitive market data;
Potential dilutive impact on shareholders and available share pool; and
Size and potential value of recent equity grants outstanding.

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

2023 Equity Awards for NEOs

Annual Equity Award

 

NEO

    

Performance Shares

    

Time-Based RSUs

    

Total Equity Value

Matthew J. Cox

$

1,500,000

$

1,500,000

$

3,000,000

Joel M. Wine

$

450,000

$

450,000

$

900,000

Peter T. Heilmann

$

350,000

$

350,000

$

700,000

John P. Lauer

$

350,000

$

350,000

$

700,000

Rusty K. Rolfe

$

350,000

$

350,000

$

700,000

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

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

2023 Pay Elements

NEO

    

Salary

    

Annual Incentives

    

Long-Term Incentives

Matthew J. Cox

19%

19%

62%

Joel M. Wine

31%

22%

47%

Peter T. Heilmann

31%

22%

47%

John P. Lauer

31%

22%

47%

Rusty K. Rolfe

30%

21%

49%

Retirement Benefits: Matson provides various benefit plans to meet the retirement needs of all employees, including NEOs. Retirement plans are an important part of the Company’s total compensation program designed to provide executives with the ability to plan for their future while keeping them focused on Matson’s present success. The Pension Benefits for 2023 table of this Proxy Statement provides a more detailed description and estimated values for each NEO related to the Retirement Plan for Employees of Matson and Matson Excess Benefits Plan. The basic objective of these plans is to provide long-term eligible employees with retirement benefits proportional to their cash-based compensation from Matson.

The Matson, Inc. 401(k) and Profit Sharing Plan for Non-Bargaining Employees: The Company has a tax-qualified defined contribution retirement plan (the “401(k) Plan”) available to most non-bargaining unit employees which includes a cash-based profit sharing incentive component with an award of zero to three percent of eligible base salary. The profit sharing incentive component provides for discretionary contributions to participants’ retirement savings account of up to three percent of

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compensation based on the degree of achievement of consolidated EBITDA as established in the Company’s annual Board-approved Operating Plan. The resulting payout percentage for 2023 was three percent. The 401(k) component of the 401(k) Plan provides for a match of the compensation deferred by a participant during the fiscal year. The matching contribution for 2023 applicable to most participants, including all of the NEOs, was 100% of a participant’s deferrals up to three percent of eligible compensation. The value of the Company’s 2023 401(k) matching contributions for NEOs is included in the Summary Compensation Table of this Proxy Statement.

Retiree Health and Welfare Plan: The Company provides NEOs with the same retiree medical and life insurance benefits as are provided in general to all salaried non-bargaining unit employees. These benefits are limited to only those employees (including NEOs) who joined the Company prior to January 1, 2008. These benefits aid in retaining long-term service employees by providing a fixed dollar contribution towards the monthly premium based on the employee’s age and years of service.

Perquisites: The Company provides limited perquisites to the NEOs. These perquisites include Company-provided parking and reimbursement for spousal travel to certain Company events.

Severance Plan and Change in Control Agreements: The Company maintains the Matson Executive Severance Plan (the “Severance Plan”) that covers each of the NEOs. The Company has entered into change in control agreements (“Change in Control Agreements”) with all NEOs to retain talent during transitions due to a change in control of the ownership of the Company or other covered event, and to provide a competitive pay package. Change in Control Agreements promote the continuation of management to ensure a smooth transition. The Compensation Committee designed the agreements to provide a competitively structured program, and yet be conservative overall in the amounts of potential benefits. The Compensation Committee’s decisions regarding other compensation elements are affected by the potential benefits under these arrangements, as the Compensation Committee considers how the terms of these arrangements and the other pay components interrelate. These agreements and the Severance Plan are described in further detail in the “Other Potential Post-Employment Payments” section of this Proxy Statement.

CEO Pay Ratio

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Company to disclose the CEO to median employee pay ratio. The methodology management applied to determine the median employee and pay ratio is consistent with past practice and in accordance with the SEC’s guidance pursuant to Item 402(u) of Regulation S-K as detailed below.

For 2023, Matson identified the median employee using total taxable wages for all U.S. and New Zealand employees employed on December 31, 2023. The W-2 box 1 amount was used for U.S. employees, and the Total Gross Income amount as reported on the Tax Year-End Earnings Certificate was used for New Zealand employees. This population of 2,781 employees includes all full-time, part-time and on-call regular employees and seagoing personnel. As the Company’s total combined employee population in China (122 employees) was less than five percent of total headcount, China employees were excluded from the process used to determine the median employee. For full-time and on-call employees hired in 2023, total taxable wages were annualized for the year.

In determining the Summary Compensation Table amount of pay for both Mr. Cox and the median employee, management employed the same methodology used for NEOs as set forth in the 2023 Summary Compensation Table of this Proxy Statement. The Company’s contribution to employee health plans was also included. As illustrated below, using the Total Pay amounts, Matson’s 2023 CEO to median employee pay ratio is 48:1.

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CEO to Median Employee Pay Ratio

    

Summary Compensation

    

Company Contributions

    

Table Amount

+

to Health Plans

=

Total Pay

CEO

$

6,165,815

$

33,872

$

6,199,687

Median Employee

$

102,414

$

28,083

$

130,497

Tax and Accounting Considerations

In evaluating the compensation structure, the Compensation Committee considers tax and accounting treatment, balancing the effects on the individual and the Company. The Compensation Committee considers, among other items, deductibility of executive compensation, as limited by Section 162(m) of the Internal Revenue Code, which generally disallows a tax deduction for compensation in excess of $1 million paid to certain executive officers. The Tax Cuts and Jobs Act of 2017 repealed the performance-based exception to the deduction limit for compensation that is deductible in tax years commencing after December 31, 2017; this exception no longer pertains to the Company. Even though performance awards granted to executives in 2023 are not eligible for the former exception from the deduction limitations of Section 162(m), the Company remains committed to tying the compensation of its executives to the performance of the Company. The 2017 amendments to Section 162(m) did not have any meaningful impact on the design of the Company’s executive compensation programs, and they are not expected to have any meaningful impact in future years.

Policies and Practices

Stock Ownership Guidelines: To enhance shareholder alignment and ensure commitment to longer-term decision-making that enhances shareholder value, the Company has stock ownership guidelines. Executives are required to own a value of stock equal to the salary multiple below within a five-year period:

Position

    

Salary Multiple

CEO

 

5X

Other NEOs

 

3X

All NEOs have met their respective share ownership requirements.

Equity Granting Policy: Equity awards are typically granted to current employees at the January Compensation Committee meeting, which meeting is generally scheduled on the fourth Wednesday of the month. Equity grants for new or promoted executive officers are approved at regularly scheduled Compensation Committee meetings, which meetings are typically scheduled approximately 8-12 months in advance of the meeting date. The CEO may approve equity awards for off-cycle grants to all other employees up to an annual aggregate grant value of $600,000. The timing of these grants is made without regard to anticipated earnings or other major announcements by the Company. There are no outstanding stock options granted by the Company. The Company has not granted stock options in a number of years and has no current plans to grant stock options in the future.

Policies Regarding Speculative Transactions, Hedging and Pledging: The Company has adopted a formal policy prohibiting directors, officers and employees from (i) entering into speculative transactions, such as trading in options, warrants, puts and calls or similar instruments involving Matson stock, or (ii) hedging or monetization transactions involving Matson stock. The Company has also adopted a formal policy prohibiting Matson’s directors and executive officers from holding Matson stock or securities in a margin account or otherwise pledging Matson stock or securities as collateral for a loan.

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Policy Regarding Recoupment of Certain Compensation: The Company has adopted a formal “clawback” policy for senior management, including all NEOs, consistent with the new Rule 10D-1 of the Securities Exchange Act of 1934. Pursuant to such policy, the Company will seek to recoup certain incentive compensation, including cash bonuses and equity awards based upon the achievement of financial performance metrics, from executives if all three of the following are true: (1) the Company restates prior period financial results, including restatements that do not affect previously issued financial statements, but require correction in the current period financial statements because failure to correct would be material in the current period; (2) incentive compensation actually paid to executives is greater than the amount that would be payable under the restated results; and (3) the excess compensation was received during any of the three fiscal years immediately preceding the date that the Company was required to restate.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the CD&A section of this Proxy Statement with management and, based on these discussions and review, it has recommended to the Board of Directors that the CD&A disclosure be included in this Proxy Statement.

The foregoing report is submitted by Mr. Fukunaga (Chair), Ms. Ching and Mr. Kuriyama.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is, or was during or prior to fiscal 2023, an officer or employee of the Company or any of its subsidiaries. During fiscal 2023, none of the Company’s executive officers served as a director or member of the compensation committee of another entity where an executive officer of such other entity serves or served as a director or member of the Compensation Committee of the Company. For more information regarding transactions involving certain members of the Compensation Committee, please see transactions described under “Certain Relationships and Transactions” in this Proxy Statement.

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Summary Compensation Table

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

2023 SUMMARY COMPENSATION TABLE

Change in

 

Pension Value

 

and

 

Nonqualified

 

Non-Equity

Deferred

 

Stock

Option

Incentive Plan

Compensation

All Other

 

Name and

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

Total

Principal Position

    

Year

    

($)

    

($)

    

($)(1)

    

($)(2)

    

($)(3)

    

($)(4)

($)(5)

    

($)

(a)

 

(b)

 

(c)

 

(d)

 

(e)

(f)

 

(g)

 

(h)

(i)

 

(j)

Matthew J. Cox

 

2023

 

904,234

 

3,237,822

(6)

 

1,716,915

 

196,171

110,673

 

6,165,815

Chairman and Chief

 

2022

 

894,336

 

3,341,181

 

1,679,615

 

0

112,738

 

6,027,870

Executive Officer

 

2021

 

862,346

 

3,184,092

 

1,703,046

 

112,142

95,432

 

5,957,058

Joel M. Wine

 

2023

 

586,497

 

971,343

(6)

 

787,226

 

113,512

53,735

 

2,512,313

Executive Vice President

 

2022

 

580,077

 

1,002,494

 

790,305

 

0

41,526

 

2,414,402

and Chief Financial Officer

 

2021

 

559,328

 

878,371

 

767,369

 

40,283

42,914

 

2,288,264

Peter T. Heilmann

 

2023

 

468,212

 

755,480

(6)

 

625,999

 

87,135

36,335

 

1,973,161

Executive Vice President,

 

2022

 

463,087

 

779,717

 

630,916

 

0

35,581

 

1,909,301

Chief Administrative Officer and General Counsel