Scott Morita
About Scott Morita
Scott G. Morita (age 56) serves as Vice President and Corporate Counsel at Alexander & Baldwin (A&B). He joined A&B in July 2018 as Associate General Counsel and was promoted to his current role in November 2021, bringing prior experience as a partner at Schlack Ito (2013–2018) . In 2024 A&B delivered diluted EPS of $0.83 and FFO/diluted share of $1.37, CRE same-store NOI growth of 2.87%, 94.6% leased occupancy, and net debt/Consolidated Adjusted EBITDA of 3.6x, with total liquidity of $333.4M—key drivers for incentive payouts and long-term PSU metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alexander & Baldwin | Vice President & Corporate Counsel | Nov 2021 – present | 2024 goals emphasized automating/streamlining leasing legal documents, policy updates/training, and oversight of legacy simplification legal matters . |
| Alexander & Baldwin | Associate General Counsel | Jul 2018 – Oct 2021 | Supported corporate and leasing legal processes; progressed to VP & Corporate Counsel . |
| Schlack Ito | Partner | Mar 2013 – Jun 2018 | External legal practice prior to joining A&B . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (as of year-end) | $280,800 | $289,224 (+3.0%) |
| Salary paid (SCT) | — | $287,117 |
| Company retirement/NQDC contributions (2024) | — | $0 (NQDC registrant contribution) |
| All other compensation (2024) | — | $34,874 (primarily IDC/profit-sharing/benefits per policy) |
| Benefits/perqs (policy) | — | Life insurance up to 2x base (NEO max $1,000,000), group disability + up to $17,500/mo individual disability coverage; retiree medical applies only to legacy-eligible hires (pre-2008) |
Performance Compensation
Annual Incentive (AIP)
| Item | Value |
|---|---|
| Target bonus % of base salary | 35% |
| Target bonus ($) | $101,228 |
| Actual payout as % of target | 144% |
| Actual payout ($) | $146,105 |
Company performance grid (70% weight) and outcomes:
- FFO per diluted share: Threshold $1.03; Target $1.07; Max $1.13; Actual $1.37; Resulting multiple: PIIP 200%, AIP 150% (50% weight within grid) .
- CRE Same-Store NOI growth: Threshold 0.90%; Target 1.90%; Max 3.00%; Actual 2.87%; Resulting multiple: PIIP 188.2%, AIP 144.1% (50% weight within grid) .
- Individual goals (30% weight): For Mr. Morita—lease process automation, policy/training updates, legal oversight of legacy simplification, and departmental cost optimization; overall rating between target and maximum .
Clawback: A&B adopted a Dodd-Frank/NYSE-conforming policy (Oct 2023) requiring recovery of erroneously paid incentive compensation for current/former Section 16 officers upon required restatement (and retains the prior 2012 policy for pre-10/2/23 awards) .
Long-Term Incentives (LTI)
| Element | 2024 terms |
|---|---|
| Target LTI value | $75,000 |
| Vehicle mix | 30% PSUs; 70% RSUs |
| RSU vesting | Time-based; vests in thirds over 3 years |
| PSU structure | 3-year cliff vesting; 75% weight to relative TSR vs Selected Peer Group; 25% weight to Net Debt/TTM Consolidated Adjusted EBITDA |
| 2024 PSU performance ranges | TSR vesting: 35th/50th/75th percentile = 35%/100%/200% payout; Net Debt/EBITDA: 6.0x/5.6x/5.0x = 35%/100%/200%; linear interpolation |
| 2024 grant detail | PSUs: Target 1,290 (Threshold 452; Max 2,580); RSUs: 3,012; grant-date fair value $76,674 |
Historical PSU payout reference:
- 2022 PSU cycle: earned 47% of target based on TSR vs FTSE Nareit All-Equity REIT index and Selected Peer Group .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/13/2025) | 3,759 shares |
| Unvested RSUs (12/31/2024) | 5,274 units; market value $93,561 at $17.74 close |
| Unvested PSUs at target (12/31/2024) | 3,073 units; market/payout value $54,515 at $17.74 close (actual PSU payout depends on performance) |
| 2024 shares vested | 1,924 shares; value realized $33,535 |
| Hedging/derivatives | Hedging and speculative transactions prohibited under policy; no options outstanding or granted since 2012 |
| Ownership guidelines | CEO 5x salary; other NEOs 3x salary; 5-year compliance window; time-based unvested RSUs count; company states all NEOs are in compliance or on track |
Vesting schedule and potential near-term selling pressure (illustrative share counts; valuations use $17.74 close on 12/31/2024 and will vary with price)
| Vest date | 2/1/2025 | 2/2/2025 | 2/1/2026 | 2/1/2027 |
|---|---|---|---|---|
| RSUs (shares) | 512 | 875 | 875 | 1,004 |
| RSUs ($ @ $17.74) | ~$9,079 (512×$17.74) | ~$15,521 (875×$17.74) | ~$15,521 (875×$17.74) | ~$17,815 (1,004×$17.74) |
| PSUs (target shares) | 658 | — | 1,125 | 1,290 |
| PSUs ($ @ $17.74, target) | ~$11,675 (658×$17.74) | — | ~$19,969 (1,125×$17.74) | ~$22,875 (1,290×$17.74) |
Note: PSUs vest only if performance goals are achieved; values above use target share counts and 12/31/2024 close ($17.74) disclosed in the proxy’s award valuation methodology .
Ownership guideline calibration (illustrative)
- Guideline: 3× base salary for non-CEO NEOs . With 12/31/2024 base of $289,224, the dollar guideline is ~$867,672 . At $17.74/share, that equates to ~48.9k shares; time-based unvested RSUs (5,274) count toward compliance . A&B discloses all NEOs are in compliance or on track within the 5-year window .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | None; all NEOs are at-will; no individual employment contracts . |
| Severance plan (without cause) | 12 months base salary, COBRA/life/disability premiums up to 12 months, outplacement, and prorated target bonus under PIIP/AIP upon release; for Mr. Morita: $289,224 cash severance; $8,044 health/welfare; $10,000 outplacement; total $307,268 (as of 12/31/2024 scenario) . |
| Change-in-control (CIC) | Double trigger; 2× (base + target bonus) in cash, pro rata target incentive for uncompleted periods, continuation of benefits for 2 years (or cash equivalent), outplacement up to $10,000; no excise tax gross-up; “best-net” cutback applies . |
| CIC economics (Mr. Morita) | Cash severance $776,306 (reduced by $4,598 under best-net); health/welfare $22,192; outplacement $10,000; accelerated LTI value $146,515; total $955,013 (as of 12/31/2024 scenario; stock valued at $17.74) . |
| Clawback | Amended and restated policy (Oct 2023) to comply with SEC/NYSE; covers incentive-based pay for 3 completed fiscal years pre-restatement; legacy pre-10/2/2023 policy also retained . |
Investment Implications
- Pay-for-performance alignment: 2024 corporate outperformance (FFO/share, CRE same-store NOI) translated into above-target annual incentive (144% of target) for a staff NEO; long-term PSUs hinge on relative TSR and deleveraging (Net Debt/EBITDA), reinforcing shareholder-aligned outcomes .
- Vesting-driven supply: A staggered RSU/PSU vesting schedule through 2027 creates periodic liquidity windows; near-term scheduled RSU and (performance-contingent) PSU vesting could modestly increase insider selling potential around those dates, though A&B’s insider trading policy and blackout windows apply .
- Ownership alignment: Beneficial ownership (3,759 shares) plus time-based RSUs (5,274) is below the implied 3×-salary share equivalent, but the company indicates all NEOs are in compliance or on track within the 5-year guideline period; time-based RSUs count toward compliance, PSUs do not until earned .
- Retention and change-in-control economics: At-will employment mitigates fixed obligations; the executive severance plan (12 months) and CIC double-trigger (2× base+target) are moderate by REIT standards, with best-net cutback and no tax gross-up—balanced retention with shareholder protections .
- Governance risk mitigants: Prohibitions on hedging/speculative trading, no options or repricings since 2012, robust clawback, and strong say-on-pay support (>96% in 2024) reduce governance red flags tied to compensation .