Meredith Ching

About Meredith Ching

Meredith J. Ching (age 68) is Executive Vice President, External Affairs at Alexander & Baldwin (A&B), a role she has held since March 2018; she first joined A&B in 1982 and has led government and community relations across multiple senior roles . In 2024, A&B delivered EPS of $0.83 (+102.4% YoY) and FFO/share of $1.37 (+25.7% YoY), with same‑store CRE NOI growth of 2.87% and 94.6% leased occupancy, and net debt/Consolidated Adjusted EBITDA of 3.6x—key drivers of incentive payouts and PSU metrics alignment for executives including Ching . For investors, pay is tied to FFO/share and same‑store NOI in annual bonuses and to relative TSR and net debt/EBITDA in PSUs, signaling strong linkage between her incentives and shareholder value creation; A&B’s $100 TSR proxy comparator for 2024 was $101.19 (company) vs $136.97 (peer group) .

Past Roles

External Roles

• Not disclosed in company filings reviewed.

Fixed Compensation

• Base salary rate and changes: | Metric | 12/31/2023 | 12/31/2024 | |---|---:|---:| | Base Salary (rate) | $342,784 | $353,068 |

• Annual salary earned and cash elements (Summary Compensation Table): | Metric (USD) | 2022 | 2023 | 2024 | |---|---:|---:|---:| | Salary | $327,199 | $331,576 | $342,348 | | Bonus (Individual goals) | $129,366 | $83,060 | $90,880 | | All Other Compensation | $56,762 | $52,413 | $55,095 | | Change in Pension Value | $0 (decrease) | $0 (decrease) | $7,548 | | Total | $1,025,041 | $949,481 | $1,019,076 |

• Target annual bonus opportunity: 55% of base salary in 2024; target $194,187; actual award $354,710 based on performance (see next section) .

Performance Compensation

• Annual Incentive Plan design (2024):
  • 70% Company metrics; 30% Individual goals .
  • Company metrics, goals and outcomes:

• Individual goals (30%): For Ching, focused on government relations for strategic/REIT goals, oversight of Land Ops simplification matters, departmental cost optimization, and CRE growth support via outreach; her rating between target and maximum .

• Actual 2024 payout for Ching: $354,710; target 55% of base ($194,187); actual as % of target 183% .

• Long-Term Incentives (granted 2/1/2024):

  • Target LTI value: $250,000; mix 50% PSUs / 50% RSUs .
  • RSUs: ratable vesting over 3 years; dividend equivalents only upon vesting for awards granted on/after 7/31/2022 .
  • PSUs: three‑year performance and service period; 75% weight Relative TSR vs Selected REIT peer group; 25% weight Net Debt/TTM Consolidated Adjusted EBITDA; payout 0–200% with linear interpolation .

• 2024 grants detail (Ching): | Grant Type | Threshold | Target | Max | RSUs Granted | Grant-Date Fair Value | |---|---:|---:|---:|---:|---:| | PSUs (shares) | 2,510 | 7,171 | 14,342 | — | — | | RSUs (shares) | — | — | — | 7,171 | $259,375 |

• Realized vesting (2024): Shares vested 13,684; value realized $238,512 .

• Prior PSU cycle: 2022 PSUs earned at 47% of target (TSR outcomes vs indices) .

Equity Ownership & Alignment

• Beneficial ownership (2/13/2025): 139,577 shares (0.2% of class); includes 213 shares held by spouse; includes shared voting/dispositive over 3,976 shares; 782 shares with sole voting only .

• Unvested equity and value at 12/31/2024: | Instrument | Unvested Shares | Market Value Basis | Notes | |---|---:|---:|---| | RSUs | 13,167 | $233,583 at $17.74 | Includes tranches vesting in 2025–2027 . | | PSUs (at target) | 18,908 | $335,428 at $17.74 | Cliff‑vest aligned to performance periods . |

• Scheduled vesting tranches (from Outstanding Equity Awards):

  • RSUs: 1,829 on 2/1/2025; 2,083 on 2/1/2025 and 2,084 on 2/1/2026; 2,390 on 2/1/2025 and 2,390 on 2/1/2026 and 2,391 on 2/1/2027 .
  • PSUs (target amounts shown): 5,487 on 2/1/2025; 6,250 on 2/1/2026; 7,171 on 2/1/2027 (subject to performance) .

• Stock ownership guidelines: 3x base salary for NEOs; 5‑year compliance window; all NEOs and directors are in compliance or on track .

• Hedging/derivatives: Prohibits speculative transactions (options, collars, forwards) and hedging; no stated prohibition on pledging in the policy; no pledging disclosure found .

• Options: None outstanding; company has not granted options since 2012 .

Employment Terms

• Employment: No individual employment contract; executives are “at will” .

• Executive Severance Plan (non‑CIC): If terminated without cause or laid off, 12 months base salary, up to 12 months COBRA/life/disability premiums, outplacement, and pro‑rated annual incentive at target upon release .

• Change‑in‑Control Agreements (double‑trigger): If terminated without cause or resigns for good reason within specified CIC window, cash severance equal to 2x (base salary + target bonus), pro‑rata target for outstanding contingent awards, 2 years of life/health/dental or cash equivalent, $10,000 outplacement; “best‑net” excise tax cutback (no gross‑ups) .

• 12/31/2024 scenario values (Ching): | Scenario | Cash Severance | Health & Welfare | Outplacement | LTI Acceleration | Retirement Benefits Adj. | Total | |---|---:|---:|---:|---:|---:|---:| | CIC + Qualifying Termination | $1,094,511 | $32,986 | $10,000 | $514,803 | $(20,681) | $1,631,618 | | Termination w/o Cause | $353,068 | $14,517 | $10,000 | — | — | $377,585 | | Death/Disability | — | — | — | $349,904 | — | $349,904 | | Retirement | — | — | — | $349,904 | — | $349,904 |

• Retirement status and transition: On Sept 29, 2025, Ching notified A&B of her decision to retire effective December 31, 2025 (Form 8‑K filed Oct 3, 2025), elevating near‑term succession/coverage considerations in External Affairs .

• Deferred compensation and pension:

  • Nonqualified Deferred Compensation (2024): Company contribution $17,709; aggregate year‑end balance $94,945 .
  • Excess Benefits Plan (pension) present value at 12/31/2024: $509,928; credited service 37.6 years (benefit accruals frozen since Jan 1, 2020) .

Performance & Track Record

• Company operating highlights influencing incentive outcomes:

  • EPS $0.83 (+102.4% YoY); FFO/share $1.37 (+25.7% YoY) .
  • Same‑Store NOI growth 2.87%; improved portfolio leased occupancy 94.6% .
  • Leasing spreads: new 11.6%, renewals 11.7% .
  • Net debt/Consolidated Adjusted EBITDA 3.6x; liquidity $333.4M; G&A down $4.2M (–12.4% YoY) .

• Pay‑Versus‑Performance reference metrics: | Metric | 2022 | 2023 | 2024 | |---|---:|---:|---:| | Value of $100 Investment (A&B TSR) | $98.33 | $104.80 | $101.19 | | Value of $100 Investment (Peer Group TSR) | $104.46 | $117.03 | $136.97 | | Net Income (USD mm) | $(49.5) | $33.0 | $60.5 | | CRE Same‑Store NOI Growth | 6.0% | 4.3% | 2.9% |

• Individual contribution alignment: Ching’s 2024 goals emphasized government relations to support REIT/strategic goals and CRE growth via outreach; performance rated between target and maximum .

Compensation Structure Analysis

• Cash vs equity mix and shifts:
  • 2024 Target TDC mix for Ching: Base $353,068; Target Annual Incentive $194,187; LTI Grant $250,000 (50/50 PSU/RSU), supporting balanced cash/equity with higher at‑risk weighting vs fixed pay .
• Performance metric rigor:
  • Annual plan hinged on FFO/share and same‑store NOI; 2024 over‑achievement drove 183% of target payout for Ching, consistent with Company outperformance on grid metrics .
  • PSU metrics tie 75% to relative TSR and 25% to deleveraging discipline (Net Debt/EBITDA), reinforcing shareholder alignment and balance sheet prudence .
• Governance features (risk controls): Robust stock ownership rules, multi‑year vesting, capped incentives, hedging ban, no option repricing, clawback policy updated in Oct 2023 per SEC/NYSE rules; Say‑on‑Pay approval >96% in 2024 .

Equity Ownership & Alignment (Detail)

Employment Terms (Detail)

Say‑on‑Pay & Shareholder Feedback

• 2024 Say‑on‑Pay support: over 96% in favor, reflecting investor endorsement of pay‑for‑performance design .
• Ongoing outreach: Management met or offered to meet with holders of ~70% of shares on governance/compensation topics .

Related Party Transactions and Red Flags

• Related party: None requiring disclosure since beginning of FY 2024 .
• Tax gross‑ups: None for CIC (best‑net cutback instead) .
• Options repricing: Prohibited without shareholder approval; no options outstanding/granted since 2012 .
• Hedging: Prohibited .
• Pledging: Not specified; no pledging disclosure found .
• Legal proceedings: No executive‑specific issues disclosed; Company risk factors and governance policies detailed in 10‑K –.

Compensation Peer Group (for Pay/PSU benchmarking)

• Pay peer group includes REITs such as Acadia (AKR), American Assets Trust (AAT), Phillips Edison (PECO), SITE Centers (SITC), Urban Edge (UE), etc. .
• PSU peer group (“Selected Peer Group”) similarly includes mid‑cap retail/industrial REITs (e.g., AKR, AAT, PECO, PLYM, ROIC, BFS, UE, WSR) for relative TSR evaluation .

Investment Implications

• Alignment: Ching’s incentives are tightly linked to FFO/share, same‑store NOI, relative TSR, and deleveraging, supporting shareholder value alignment; strong Say‑on‑Pay backing underscores design credibility .
• Near‑term supply of stock from vesting: Scheduled RSU/PSU vesting through 2027 plus annual grants could create periodic liquidity events; 2024 realized vesting was 13,684 shares; future vesting tranches are disclosed (subject to PSU performance) . Not investment advice; monitor Form 4s for actual selling behavior.
• Retention/transition risk: Announced retirement at year‑end 2025 elevates succession planning focus for External Affairs and government relations continuity in a Hawaii‑centric REIT; severance/CIC terms are standard double‑trigger with no gross‑ups, limiting change‑in‑control friction costs .
• Balance sheet linkage: PSU metric weight on Net Debt/EBITDA incentivizes continued balance sheet discipline (3.6x at YE 2024), a positive for equity holders seeking durable dividend capacity and growth optionality .