Joel Wine
MatsonAbout Joel Wine
Joel M. Wine (53) is Executive Vice President and Chief Financial Officer of Matson, Inc. and Matson Navigation since February 2021; he previously served as Senior Vice President and CFO from September 2011 to January 2021 after joining Matson in 2011 . In 2024 Matson delivered net income of $476.4 million and EBITDA of $738.9 million, with pay programs driven by EBITDA for annual cash incentives and multi-year ROIC and relative TSR for performance shares . Education, degrees, and external board roles are not disclosed in the latest proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matson, Inc. | Senior Vice President & CFO | 2011–2021 | Finance leadership through multiple cycles |
| Matson, Inc. | Executive Vice President & CFO | 2021–Present | Executive finance oversight across enterprise |
| Matson Navigation (subsidiary) | Senior Vice President & CFO | 2012–2021 | Subsidiary finance leadership |
| Matson Navigation (subsidiary) | Executive Vice President & CFO | 2021–Present | Subsidiary executive finance leadership |
External Roles
- Not disclosed in proxy materials .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 580,077 | 586,497 | 603,190 |
| All Other Compensation ($) | 41,526 | 53,735 | 42,108 |
| Notes (select components) | Dividends on unvested RSUs and retirement contributions disclosed; for 2024: RSU dividends $13,494; profit-sharing $18,096; 401(k) match included | RSU dividends $15,604; profit-sharing $17,595; 401(k) match included | RSU dividends $13,494; profit-sharing $18,096; 401(k) match included |
Performance Compensation
Annual Cash Incentive Plan (CIP) – 2024
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Consolidated EBITDA (Corporate) | 70% | $525,164k | $738,910k | 200% of component |
| Individual Goals | 30% | Above Target | Above Target | $203,344 component payout |
| CIP Target Award (Wine) | — | $426,970 | $801,102 | 188% of target |
Corporate EBITDA thresholds: 90% of target (threshold), target at $525,164k, and max at 120% of target ($630,197k) for 2024 . Mr. Wine’s overall payout was 188% of target, reflecting maximum corporate performance and above-target individual performance .
Equity Awards – 2024 Grants (January 24, 2024)
| Award Type | Allocation | Grant-Date Fair Value | Units/Structure | Vesting |
|---|---|---|---|---|
| Performance Shares – ROIC | 75% of PS | $337,561 | Threshold 726; Target 2,905; Max 7,263 PS | Vests based on 3-year performance |
| Performance Shares – TSR | 25% of PS | $202,302 | Threshold 242; Target 968; Max 2,420 PS | Vests based on 3-year relative TSR |
| Time-Based RSUs | 50% of total equity value | $450,043 | 3,873 RSUs | Three-year vesting period |
| Total Annual Equity Value | Split 50/50 PS/RSU | $900,000 | — | Annual grants typically in January |
Matson grants annual equity split evenly between PS and time-based RSUs; PS split is 75% ROIC and 25% TSR, measured over three years .
Performance Share Settlement – 2022–2024 Cycle (Vested Jan 26, 2025)
| Metric | Target Award (#) | Relative to Target | Payout % | Actual Award (#) |
|---|---|---|---|---|
| ROIC (Wine) | 3,564 | 134.9% | 250% | 8,910 |
| TSR (Wine) | 1,188 | 87th percentile | 250% | 2,970 |
Vesting date: January 26, 2025; performance results approval January 22, 2025 .
Pay Mix (2024 Target)
| Pay Element | Percentage of Target TDC |
|---|---|
| Salary | 32% |
| Annual Incentives | 22% |
| Long-Term Incentives | 46% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 93,295 shares as of Feb 21, 2025 |
| Ownership % of Class | Less than 1% |
| Stock Ownership Guidelines | 3x salary for NEOs; unvested time-based RSUs count; performance shares do not |
| Compliance with Guidelines | All NEOs have met requirements |
| Hedging/Pledging | Prohibited for executives and directors |
| Options Outstanding | None; company has not granted options in many years and has no current plans |
Employment Terms
Change-in-Control Agreements (structure)
- Double-trigger: benefits only if a change in control occurs and there is a qualifying termination (without cause or for good reason) .
- Severance: Lump-sum equal to 2x base salary + target bonus; pro rata payment at target for outstanding contingent awards; two years of continued health/welfare benefits; outplacement services; reduction to avoid excise tax; no tax gross-ups .
- Auto-renewal: Agreements term through Dec 31, 2024 and automatically extend one year each January 1 unless terminated by Dec 1 of the prior year .
Termination Scenarios – Joel M. Wine (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Health & Welfare ($) | Outplacement ($) | Retirement Lump Sum ($) | Long-Term Incentives ($) | Total Lump Sum ($) |
|---|---|---|---|---|---|---|
| Change in Control with Involuntary Termination | 2,500,824 | 118,222 | 10,000 | 535,027 | 3,797,184 | 6,961,257 |
| Involuntary Termination w/o Cause | 1,036,927 | 59,111 | 10,000 | 523,560 | — | 1,629,598 |
| Voluntary Resignation | — | — | — | 523,560 | — | 523,560 |
| Death | — | — | — | 523,560 | 2,956,492 | 3,480,052 |
| Disability | — | — | — | — | 2,956,492 | 2,956,492 |
Pension and Deferred Compensation
Pension Benefits (Present Value at 12/31/2024)
| Plan | Present Value ($) |
|---|---|
| Qualified Retirement Plan – Cash Balance portion | 212,413 |
| Excess Benefits Plan – Pension portion | 505,655 |
Assumptions and plan design details summarized in the proxy (discount rates, retirement ages, payment forms) .
Non-Qualified Deferred Compensation (2024)
| Item | Amount ($) |
|---|---|
| Registrant Contributions in 2024 | 7,746 |
| Aggregate Earnings in 2024 | 3,857 |
| Aggregate Balance at 12/31/2024 | 81,738 |
Multi-Year Compensation Summary (Wine)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 580,077 | 586,497 | 603,190 |
| Stock Awards ($) | 1,002,494 | 971,343 | 989,906 |
| Non-Equity Incentive Plan Comp ($) | 790,305 | 787,226 | 801,102 |
| Change in Pension Value ($) | 0 | 113,512 | 189,397 |
| All Other Compensation ($) | 41,526 | 53,735 | 42,108 |
| Total ($) | 2,414,402 | 2,512,313 | 2,625,703 |
Compensation Structure Analysis
- Matson’s pay-for-performance design ties annual cash incentives to EBITDA and long-term incentives to 3-year ROIC and relative TSR; NEO payouts in 2024 ranged ~186–190% of target on cash incentives and 250% of target on performance shares .
- For 2024, Wine’s target pay mix was 32% salary, 22% annual incentives, and 46% long-term incentives, indicating high at-risk, performance-based compensation .
- Good governance features include a clawback policy, anti-hedging/pledging, minimum three-year vesting on equity, double-trigger CIC, and no tax gross-ups; options are not used .
Equity Ownership & Alignment Notes
- Ownership guidelines: 3x salary for NEOs; all NEOs met guidelines; unvested time-based RSUs count toward compliance, performance shares do not .
- Hedging and pledging prohibited, reducing misalignment risk signals .
- As of Feb 21, 2025, Wine beneficially owned 93,295 shares (<1% of outstanding) .
Performance & Track Record Context
- 2024 financial performance was strong, driven primarily by higher freight rates in China service; net income $476.4m and EBITDA $738.9m underpin maximum corporate CIP payout .
- 2022–2024 performance shares paid at 250% of target on ROIC and TSR, vesting January 26, 2025 .
- Shareholder support: 2024 say-on-pay received over 98% approval .
Employment Contracts & Severance
- No employment contracts; CIC agreements provide 2x salary+target bonus and other benefits on double-trigger, with excise tax cutback if applicable; auto-renewed annually .
- Time-based RSUs do not accelerate vesting if awards are assumed or replaced; PS awards may vest as “Change in Control Shares” subject to conditions .
Investment Implications
- Compensation alignment: High variable pay and rigorous metrics (EBITDA, ROIC, relative TSR) suggest strong pay-for-performance linkage; 2024 maximum corporate CIP and 250% PS outcomes evidence execution against plan and shareholder value focus .
- Retention and selling pressure: Annual January grants with three-year vesting create recurring vest/delivery events; 2022–2024 PS vested Jan 2025 and 2024 RSUs follow a three-year schedule, which can create periodic tax-related share settlements but hedging/pledging is prohibited, and options are not used, reducing forced selling dynamics .
- Change-in-control economics: Double-trigger, 2x severance structure with pro rata incentive payouts and benefit continuation balances executive security and shareholder protections (no gross-ups, excise cutback), limiting windfall risk .
- Governance and shareholder support: Strong say-on-pay approval and robust clawback/anti-hedging policies reduce governance red flags, supporting long-term alignment .