Clayton Chun
About Clayton Chun
Clayton K. Y. Chun is Executive Vice President, Chief Financial Officer and Treasurer of Alexander & Baldwin (ALEX), appointed effective December 1, 2022; he serves at-will and is a Named Executive Officer under A&B’s pay program . Company performance relevant to his incentive metrics: 2024 diluted EPS was $0.83, FFO per diluted share $1.37, CRE same-store NOI growth 2.87%, net debt to consolidated adjusted EBITDA 3.6x, and total liquidity $333.4M; 2024 Say‑on‑Pay support was over 96% . Pay-versus-performance disclosure shows 2024 TSR value of an initial $100 investment at $101.19, and 2024 net income of $60.5M with CRE same-store NOI growth of 2.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexander & Baldwin, Inc. | EVP, Chief Financial Officer & Treasurer | Dec 1, 2022 – Present | Leads capital markets and finance; signed multiple 8‑Ks and the Nov 2025 credit facility amendment supporting liquidity and terming out debt . |
External Roles
(No public external directorships or committee roles disclosed for Mr. Chun.)
Fixed Compensation
| Year | Base Salary ($) | Change YoY | Notes |
|---|---|---|---|
| 2023 | $400,000 | — | Effective as of 12/31/2023 . |
| 2024 | $412,000 | +3.0% | Effective as of 12/31/2024; annual salary review in Feb 2024 . |
| Year | Target Annual Incentive (% of Base) | Target ($) | Actual Bonus – Individual Goals ($) | Actual Non‑Equity Incentive ($) | Total Annual Incentive ($) |
|---|---|---|---|---|---|
| 2023 | 70% | $280,000 | $125,878 | $293,716 | $419,594 . |
| 2024 | 70% | $288,400 | $156,601 | $391,831 | $548,432 (190% of target; 133% of base) . |
Performance Compensation
2024 Annual Incentive Metrics and Payouts (Company Grid 70%; Individual Goals 30%)
| Metric | Weight | Threshold | Target | Maximum | Actual | Resulting Multiple (PIIP) | Resulting Multiple (AIP) |
|---|---|---|---|---|---|---|---|
| FFO per Diluted Share | 50% | $1.03 | $1.07 | $1.13 | $1.37 | 200.0% | 150.0% |
| CRE Same‑Store NOI Growth | 50% | 0.90% | 1.90% | 3.00% | 2.87% | 188.2% | 144.1% |
| Combined Weighted % of Target | — | — | — | — | — | 194.1% | 147.0% |
Individual goals for Mr. Chun in 2024 focused on cost optimization, capital markets transactions to enhance balance sheet flexibility, and accretive CRE investments; his Individual Goals rating was between target and maximum .
Long-Term Incentives (PSUs/RSUs design and 2024 grants)
| Year | Target LTI Value ($) | Mix (PSUs/RSUs) | PSU Performance Metrics | Threshold | Target | Maximum |
|---|---|---|---|---|---|---|
| 2024 | $600,000 | 50% / 50% | Relative 3‑yr TSR (75% weight); Net Debt to TTM Consolidated Adjusted EBITDA (25% weight) | TSR 35th percentile; ND/EBITDA 6.0x | TSR 50th percentile; ND/EBITDA 5.6x | TSR 75th percentile; ND/EBITDA 5.0x |
| Grant Date | PSUs – Target (#) | PSUs – Max (#) | RSUs (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Feb 1, 2024 | 17,211 | 34,422 | 17,211 | $622,522 |
Prior-year PSU payout reference: 2022 PSUs earned at 47% based on TSR vs FTSE Nareit All‑Equity REITs and Selected Peer Group .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 35,982 shares as of Feb 13, 2025 . |
| Options | None outstanding; A&B has not granted stock options since 2012 . |
| Unvested RSUs (12/31/2024) | 29,260 units; market value $519,072 at $17.74 close . |
| Unearned PSUs (at target, 12/31/2024) | 34,844 units; market/payout value $618,133 at $17.74 close . |
| 2024 Vesting Activity | 12,174 shares vested; value realized $212,193 . |
| Stock Ownership Guidelines | 3x base salary for NEOs; compliance/on track for all executives and directors; 5‑year compliance window . |
| Hedging/Pledging | Hedging and speculative transactions are prohibited; monetization transactions also prohibited; investments in exchange funds permitted . |
RSU and PSU Vesting Schedules (as of 12/31/2024)
| Date | RSUs Vesting (#) | PSUs Vesting (#) |
|---|---|---|
| Feb 1, 2025 | 2,049 + 5,000 + 5,737 tranches = 12,786 RSUs | 2,633 PSUs |
| Feb 1, 2026 | 5,000 + 5,737 = 10,737 RSUs | 15,000 PSUs |
| Feb 1, 2027 | 5,737 RSUs | 17,211 PSUs (2024 grant) |
Note: PSUs cliff vest after the 3‑year performance period, subject to performance; RSUs vest ratably over 3 years; dividend equivalents accrue as described in the plan and are paid upon vesting/attainment for PSUs .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreements | No employment agreements; NEOs (including CFO) employed at-will . |
| Change in Control (CIC) | Double trigger; lump-sum 2x base salary + target bonus; pro rata payment at target for outstanding contingent awards; continued benefits for 2 years; up to $10,000 outplacement; “best-net” cut to avoid excise tax; no tax gross-ups . |
| Severance (non‑CIC) | If involuntarily terminated without cause: 12 months’ base salary (paid over one year), continued premiums for life/disability and COBRA up to 12 months, outplacement reimbursement, and PIIP/AIP pro rata at target for the performance period . |
| Clawback | Amended and Restated Recoupment Policy adopted Oct 2023 per SEC/NYSE; applies to current/former Section 16 officers for erroneously paid performance-based comp; pre‑existing clawback covers bonus/equity prior to Oct 2, 2023 . |
| Non‑Compete/Non‑Solicit | Not specifically disclosed for Mr. Chun (company practices referenced for certain executives in other contexts; CFO-specific restrictions not stated) . |
Termination Scenario Values (as of 12/31/2024)
| Scenario | Cash Severance ($) | Health & Welfare ($) | Outplacement ($) | LTI Value ($) | Total ($) |
|---|---|---|---|---|---|
| CIC with Qualifying Termination | $896,568 (best‑net reduced) | $58,013 | $10,000 | $1,163,365 | $2,127,946 |
| Termination Without Cause | $412,000 | $26,237 | $10,000 | — | $448,237 |
| Death/Disability | — | — | — | $798,247 | $798,247 |
| Retirement | Not yet eligible | — | — | $798,247 | $798,247 |
Compensation Committee Analysis and Governance
- Compensation Committee members: Chair Diana M. Laing; members Shelee M. T. Kimura and Thomas A. Lewis Jr.; all independent under NYSE standards .
- Independent consultant WTW advises the Committee on market data, design, and pay levels; pay elements targeted around 50th percentile; performance-based mix substantial (50% PSUs for CFO) .
- Strong shareholder support: Say‑on‑Pay approval over 96% in 2024 and 97% in 2023 .
Performance & Track Record
- Capital structure actions: On Nov 6, 2025 A&B amended its revolving credit facility, added a new $200M term loan maturing Nov 3, 2030, swapped to a fixed all‑in 4.69% rate; CFO Clayton Chun emphasized liquidity and interest expense reduction in the release .
- Filing leadership: CFO signed multiple current reports on quarterly results and credit facility amendments in 2025 .
Equity Ownership & Alignment Risk Indicators
- Shares pledged: No pledging disclosures identified; hedging and speculative transactions prohibited by policy .
- Options repricing/gross-ups: No option grants and no repricing; CIC agreements include best‑net reduction (no excise tax gross‑ups) .
- Related party transactions: None requiring disclosure since FY 2024 .
Deferred Compensation and Benefits
| Plan | 2024 Executive Contribution ($) | 2024 Company Contribution ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|
| 2024 Amended & Restated Deferred Compensation Plan | $20,425 | $30,653 | $121,291 |
Notes: Beginning in 2024, all NEOs may elect to defer base salary and bonus; plan credits contributions above IRS limits and gain sharing up to 5% based on goals; balances are 100% vested and distributed per elections subject to 409A rules .
Investment Implications
- Pay-for-performance alignment: CFO’s annual incentive tightly linked to FFO/share and CRE same-store NOI growth, with robust PSU metrics (relative TSR and leverage); mix encourages long-term value creation and disciplined balance sheet management .
- Upcoming vesting/selling pressure: Meaningful RSU tranches vest each Feb through 2027 and PSUs cliff vest at performance periods end; monitor Form 4s around vest dates for net share settlements or sales, though no options overhang exists .
- Governance quality: Double-trigger CIC, no tax gross-ups, formal clawback, hedging prohibitions, and strong Say-on-Pay support reduce governance risk and signal investor alignment .
- Performance context: 2024 operational metrics and deleveraging progress underpin higher incentive payouts; continued focus on liquidity (2025 term loan swap) supports stability and growth capacity under CFO stewardship .