Constance Lau
MatsonAbout Constance H. Lau
Constance H. Lau, 72, is an independent director of Matson and has served on the Board since 2004. She currently chairs the Audit Committee, is a member of the Nominating and Corporate Governance Committee, and has been designated an “Audit Committee Financial Expert.” Lau is the retired President, Chief Executive Officer and Director of Hawaiian Electric Industries (HEI) (May 2006–December 2021). These roles underscore deep expertise in regulated utilities, banking, and oversight of complex, capital-intensive organizations .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hawaiian Electric Industries, Inc. (NYSE: HE) | President, Chief Executive Officer and Director | May 2006 – Dec 2021 | Public utility/banking holding company |
| American Savings Bank, F.S.B. (HEI subsidiary) | Chairman of the Board and Director | May 2006 – Dec 2021 | Banking subsidiary of HEI |
| Hawaiian Electric Company, Inc. (HEI subsidiary) | Chairman of the Board and Director | May 2006 – May 2019 | Regulated electric utility |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director |
| Committee assignments | Audit (Chair); Nominating & Corporate Governance (Member) |
| Audit Committee Financial Expert | Designated by the Board |
| 2024 Board meetings | 8 meetings; all directors attended 100% of Board and committee meetings on which they served |
| 2024 Executive sessions | 5 executive sessions of non-management directors (led by the Lead Independent Director) |
| 2024 Committee meetings | Audit: 6; Compensation: 4; Nominating & Corporate Governance: 3 |
Fixed Compensation
| 2024 Director Compensation ($) | Amount |
|---|---|
| Fees Earned or Paid in Cash | 116,500 |
| Stock Awards (Grant-Date Fair Value) | 130,018 |
| All Other Compensation | 8,869 |
| Total | 255,387 |
Program structure (non-employee director pay, pro-rated/paid quarterly):
- Annual cash retainer: $85,000; Committee chair/member retainers: Audit $24,000/$9,000; Compensation $17,500/$7,500; Nominating & Corporate Governance $16,000/$6,000; Lead Independent Director retainer: $30,000 .
- Excess meeting fees (per meeting): >7 Board meetings $1,500; >6 Audit meetings $750; >5 Compensation meetings $750; >4 Nominating meetings $750 .
Performance Compensation
| Director Equity and Awards | Detail |
|---|---|
| 2024 Stock Awards (grant-date FV) | $130,018 |
| Annual automatic RSU grant level | Approximately $130,000 per non-employee director |
| RSUs outstanding at 12/31/2024 | 1,185 RSUs (for each of Ms. Ching, Mr. Kuriyama, Ms. Lau, Mr. Tilden, Ms. Wall) |
| Stock options outstanding (directors) | None outstanding at year-end 2024 |
Key terms:
- RSU vesting: 100% cliff vest on the earlier of the grant anniversary or the next annual shareholders meeting; directors may elect deferral of vested shares; dividend equivalents accrue and are paid upon issuance .
- Change in control (CIC): Non-employee director RSUs vest in full immediately prior to the effective date of a CIC, with shares issued promptly thereafter (subject to Section 409A deferral) .
- Plan-level recoupment: All awards under the plan are subject to Matson’s clawback policy and any exchange/legally required recoupment provisions .
Other Directorships & Interlocks
- Board-wide limit: No director serves on more than three public company boards, including Matson, indicating constrained external commitments overall .
Expertise & Qualifications
- Former CEO and director of HEI; former Chair of HEI’s utility and banking subsidiaries—experience with capital-intensive infrastructure, regulated industries, and complex organizational leadership .
- Extensive banking experience; designated by the Board as an Audit Committee Financial Expert .
- Deep knowledge of Hawaii and Matson’s operating markets via long-standing business and community involvement .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficially owned shares | 71,797 | February 21, 2025 |
| Percent of class | <1% (asterisked in the table) | February 21, 2025 |
| RSUs outstanding | 1,185 RSUs | December 31, 2024 |
Alignment policies:
- Director stock ownership guidelines: Target of 5x the current annual cash retainer within five years of Board service; all current non-employee directors have met or are on track .
- Hedging/pledging: Company policy prohibits hedging or pledging of Matson stock by directors, officers, and employees .
Governance Assessment
- Strengths: Audit Committee Chair with “financial expert” designation; 100% Board/committee attendance in 2024; formal executive sessions; robust director ownership guideline; prohibition on hedging/pledging—all supportive of investor-aligned oversight and risk management .
- Incentive alignment: Director equity delivered via time-based RSUs with clear vesting and dividend-equivalent treatment; no stock options outstanding for directors; plan-level clawback applies to awards .
- Shareholder sentiment signal: Matson’s 2024 Say-on-Pay support exceeded 98%, indicating broad investor support for compensation governance (contextual indicator of board accountability) .
- Watch item: Director RSUs vest in full upon change in control (typical market practice for non-employee directors), which investors may monitor for deal-related acceleration optics .