Bradley Tilden
MatsonAbout Bradley D. Tilden
Bradley D. Tilden, age 64, is an independent director of Matson, Inc. and has served on the Board since 2024. He is the former Chairman and Chief Executive Officer of Alaska Air Group and currently serves as Chairman of the Board at Nordstrom, Inc., bringing deep transportation, strategic planning, financial and leadership expertise to Matson’s Board . In 2024, all directors (including Mr. Tilden) had 100% attendance at Board and committee meetings, and all seven directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Air Group, Inc. (NYSE:ALK) | Chief Executive Officer | May 2012 – March 2021 | Led airline operations and strategic planning |
| Alaska Air Group, Inc. | Chairman | Jan 2014 – March 2021 | Oversight of governance and long-term strategy |
| Alaska Air Group, Inc. | Executive Chairman | March 2021 – May 2022 | Transition leadership and advisory |
| Alaska Air Group, Inc. | Director | 2010 – May 2022 | Board-level oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordstrom, Inc. (NYSE:JWN) | Chairman of the Board | Since May 2022 | Board leadership at a large specialty retailer |
| Nordstrom, Inc. | Director | Since May 2016 | Governance and strategic oversight |
Board Governance
- Independence: The Board determined all nominees other than the CEO (Mr. Cox) are independent under NYSE rules; Mr. Tilden is an independent director .
- Committee assignments (current composition): Audit Committee member; Compensation Committee member; not on Nominating and Corporate Governance Committee .
- Committee leadership: Not a chair; Audit is chaired by Constance H. Lau; Compensation is chaired by Mark H. Fukunaga; Nominating is chaired by Jenai S. Wall .
- Attendance and engagement: Board held 8 meetings in 2024; all directors attended all Board and relevant committee meetings; 5 executive sessions of non-management directors were held; all seven directors attended the 2024 Annual Meeting .
- Lead Independent Director: Stanley M. Kuriyama .
- Board policies: “Plurality Plus” resignation policy for director nominees receiving more withhold than for votes ; stock ownership guidelines for directors (5× annual cash retainer within five years) ; prohibitions on hedging/pledging for directors .
Fixed Compensation
| Component | 2024 Amount for Tilden ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 76,125 | Pro-rated cash retainers and excess meeting fees as applicable |
| Stock Awards (RSUs, grant-date fair value) | 130,018 | Automatic RSU grant for non-employee directors (~$130k) |
| All Other Compensation | 10,631 | Dividend equivalents and guest travel reimbursement |
| Total | 216,774 | 2024 director compensation total |
Director cash retainer and committee fee schedule (general, pro-rated and paid quarterly):
- Annual cash retainer: $85,000
- Lead Independent Director additional retainer: $30,000
- Committee retainers:
- Audit: Chair $24,000; Member $9,000
- Compensation: Chair $17,500; Member $7,500
- Nominating & Corporate Governance: Chair $16,000; Member $6,000
- Excess meeting fees per meeting: >7 Board ($1,500), >6 Audit ($750), >5 Compensation ($750), >4 Nominating ($750) .
Performance Compensation
| Item | Detail |
|---|---|
| Equity Award Type | Restricted Stock Units (RSUs) |
| Grant Size/Value (2024) | Approximately $130,000 per non-employee director; Tilden $130,018 |
| RSUs Outstanding (end of 2024) | 1,185 RSUs for Mr. Tilden |
| Vesting | 100% cliff vesting on earlier of grant date anniversary or next Annual Meeting |
| Deferrals | Directors may defer vested shares; deferred shares earn dividend equivalents payable upon issuance; no director elected to defer in 2024 |
| Options | No stock options outstanding for non-employee directors at end of 2024 |
| Equity Plan Guardrails | 2025 Plan prohibits option/SAR repricing; minimum 1-year vesting; no dividends on unvested performance awards; annual equity-based compensation limit for non-employee directors: $300,000 |
No performance-based equity (e.g., PSUs) is disclosed for directors; director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Nordstrom, Inc. | Chairman (since May 2022) and Director (since May 2016) | No compensation committee interlocks disclosed; Matson reports none during fiscal 2024 |
| Alaska Air Group, Inc. | Former Executive Chairman, Chairman, CEO, and Director | No related-party transactions disclosed with Matson in 2024 for Mr. Tilden |
- Board policy: No director serves on more than three public company boards, including Matson; disclosure indicates compliance .
Expertise & Qualifications
- Former Chairman and CEO of Alaska Air Group; deep transportation, strategic planning, financial and leadership expertise .
- Public company board experience at Nordstrom and Alaska Air; knowledge of Alaska, the Pacific Northwest, and Matson’s operating markets through community involvement .
- Education not disclosed in the proxy statement .
Equity Ownership
| Holder | Shares Owned | RSUs Counted as Beneficial (within 60 days) | Total Beneficial | Percent of Class |
|---|---|---|---|---|
| Bradley D. Tilden | 0 | 0 | 0 | — |
| RSUs Outstanding (end of 2024) | — | — | 1,185 RSUs (not counted if >60 days to vest) | — |
- Director Stock Ownership Guideline: 5× annual cash retainer within five years; all current non-employee directors have met or are on track to meet the guideline .
- Hedging/Pledging: Company policy prohibits hedging and pledging by directors .
Governance Assessment
- Board effectiveness: Tilden contributes sector-operating and financial expertise; he is active on both the Audit and Compensation Committees (key oversight areas), and the Compensation Committee report is submitted by the chair and members including Mr. Tilden, indicating engagement .
- Independence and attendance: Independent under NYSE rules; perfect attendance in 2024; attended the Annual Meeting; strong engagement signal .
- Alignment: Receives annual RSU grant (~$130k) with one-year cliff vesting; director ownership guideline at 5× cash retainer promotes alignment; however, as of Feb 21, 2025, he beneficially owned 0 shares (early tenure; RSUs may not have been within 60-day vesting window), which modestly tempers near-term “skin-in-the-game” optics .
- Conflicts and related-party exposure: No related-party transactions disclosed for Tilden; Matson’s Audit Committee-reviewed related-party transactions involve other directors (Servco, Foodland) and were immaterial (<2% of revenues) and conducted on standard terms . No compensation committee interlocks disclosed for fiscal 2024 .
- Compensation structure: Balanced cash/equity mix; time-based RSUs only (no options, no performance equity for directors); strong plan guardrails (no repricing, minimum vesting) and equity limit for directors ($300k) support shareholder-friendly governance .
RED FLAGS
- Low current beneficial ownership: 0 shares as of Feb 21, 2025; early-stage tenure and RSU vesting timing likely explain the level, but it is a watch item for ownership alignment over time .
- Multiple major board commitments: Serves as Chairman at Nordstrom alongside Matson board service; remains within Matson’s guideline (≤3 public boards) but warrants monitoring for workload/availability given Audit and Compensation responsibilities .
Positive Signals
- Perfect attendance and active committee service (Audit and Compensation) .
- Strong independence framework and prohibitions on hedging/pledging; robust director ownership guideline .
- No related-party issues disclosed for Tilden; plan-level governance protections (no repricing, minimum vesting) .