Jenai Wall
MatsonAbout Jenai S. Wall
Independent director at Matson since 2019; age 66. Chairman and Chief Executive Officer of Foodland Super Market, Limited and affiliated entities, bringing real-time logistics experience and deep knowledge of Hawai‘i markets; prior public company board experience at First Hawaiian. Determined independent under NYSE rules; currently serves as Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee. 2024 attendance was 100% across Board and assigned committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foodland Super Market, Limited; Food Pantry, Ltd.; The Kalama Beach Corporation; Pacific Warehouse, Inc. | Chairman & CEO | Since 1998 | Leads complex retail and logistics operations; expertise in Hawai‘i markets and logistics relevant to Matson’s operating footprint. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Hawaiian, Inc. | Director | Aug 2018 – Apr 2022 | Public company board experience; enhances governance perspective at Matson. |
Board Governance
- Current Committee Assignments: Audit (member); Nominating & Corporate Governance (Chair).
- Independence: Board determined all current directors except CEO are independent under NYSE rules; determination considered disclosed related-party transactions.
- 2024 Attendance: Board met 8 times; Audit 6; Compensation 4; Nominating 3; all directors attended all Board and committee meetings; seven directors attended the 2024 Annual Meeting.
- Lead Independent Director structure in place; Board conducts executive sessions and annual evaluations; strong stock ownership guidelines.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $109,000 | Reported for Ms. Wall. |
| Annual Cash Retainer | $85,000 | Non-employee director base retainer. |
| Committee Chair Fee (Nominating) | $16,000 | Annual; pro-rated and paid quarterly. |
| Committee Member Fee (Audit) | $9,000 | Annual; pro-rated and paid quarterly. |
| Excess Meeting Fees | Up to $1,500 per excess Board; $750 per excess committee meeting | Applied above minimum meeting counts. |
| All Other Compensation (2024) | $11,219 | Dividend equivalents on RSUs; guest travel reimbursement to certain Company events. |
| Total (2024) | $250,237 | Sum of cash, stock award grant-date fair value, and other. |
- Deferrals: Ms. Wall deferred all of her annual cash retainers and meeting fees in 2024 (alignment positive).
Performance Compensation
| Equity Award Type | Grant Date Basis | Units Outstanding (12/31/2024) | Grant-Date Fair Value (2024) | Vesting | Dividends |
|---|---|---|---|---|---|
| Restricted Stock Units (Director Annual Grant) | Automatic grant at each Annual Meeting | 1,185 RSUs | $130,018 | 100% cliff vesting on the earlier of grant anniversary or next annual meeting; accelerated on death/disability/retirement at ≥75 or certain changes in control | Dividend equivalents payable upon vesting; not paid before performance-vesting attainment (for performance awards, if any) |
- Options: No stock option awards outstanding for any non-employee director at year-end 2024.
- Performance Metrics: Director RSU awards are service-based with cliff vesting; no performance-vesting metrics disclosed for director equity grants.
Other Directorships & Interlocks
| Entity | Relationship to Jenai Wall | Relationship to Matson | 2024 Transactions |
|---|---|---|---|
| Foodland Super Market, Limited | Chairman & CEO; >10% ownership with family | Customer; Matson provided shipping services | ~$549,000; ordinary course on standard commercial terms; approved per related-party policy. |
| First Hawaiian, Inc. | Former Director | None disclosed | N/A. |
- Governance handling: Related-person transactions reviewed/approved by Audit Committee under written procedures; Board reaffirmed independence determinations considering these relationships.
Expertise & Qualifications
- Executive leadership in complex retail and logistics; real-time logistics expertise; deep knowledge of Hawai‘i and Matson’s operating markets; prior public company board experience.
- Adds governance capability as Chair of Nominating & Corporate Governance.
Equity Ownership
| Metric | Amount | As-of |
|---|---|---|
| Shares Owned (Beneficial) | 14,374 | Feb 21, 2025 (beneficial ownership table). |
| Restricted Stock Units Held | 1,185 | At end of 2024 (not necessarily within 60 days of Feb 21, 2025). |
| Total Reported (Shares + RSUs column in beneficial table) | 14,374 | RSUs not included unless vest within 60 days; Percent of class: less than 1%. |
| Director Ownership Guidelines | 5x annual cash retainer within 5 years; status: all current non-employee directors have met or are on track. |
- Section 16 compliance: All required ownership reports timely filed in 2024.
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance and serves on Audit; 100% attendance; deferral of cash fees indicates alignment; robust director ownership guidelines, and annual RSU grants with service-based cliff vesting.
- Potential Conflicts: Foodland shipping relationship (~$549k) where Wall is CEO and a significant owner—flagged and managed under related-party policy with Audit Committee approval; transactions on ordinary terms and immaterial relative to revenues (<2% thresholds referenced for Servco example; Foodland value disclosed without %).
- Compensation Mix: Balanced cash ($109k) and equity ($130k) for 2024; no options; dividend equivalents paid at vest; no performance-vesting metrics for director equity—typical for director pay, but investors should monitor equity deferral elections and ownership levels versus guidelines.
- Red Flags observed: None disclosed regarding pledging/hedging, delinquent filings, attendance issues, or option repricing; continue monitoring related-party transactions and any changes in committee composition.