John Lauer
MatsonAbout John Lauer
John P. Lauer (64) serves as Executive Vice President and Chief Commercial Officer of Matson, Inc. and Matson Navigation Company (“MatNav”) since February 2021, after serving as Senior Vice President and Chief Commercial Officer from April 2017 to January 2021; he first joined Matson in 2007 . His remit emphasizes CLX/MAX strategy, domestic service profitability, organic growth and strategic innovation execution, aligning incentives to EBITDA in the annual plan and ROIC/relative TSR over three years . Matson’s 2024 performance delivered net income of $476.4M (EPS $13.93) and EBITDA of $738.9M (+$222.2M YoY), supporting maximum CIP corporate payouts, while 2022–2024 PSUs paid at 250% on strong ROIC (avg annual 134.9%) and TSR (87th percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matson, Inc. | Executive Vice President & Chief Commercial Officer | Feb 2021–present | Lead CLX/MAX strategy, domestic service profitability, organic growth, innovation initiatives |
| Matson Navigation Co., Inc. (MatNav) | Executive Vice President & Chief Commercial Officer | Feb 2021–present | Commercial leadership for core tradelanes and service strategy |
| Matson, Inc. | Senior Vice President & Chief Commercial Officer | Apr 2017–Jan 2021 | Drove CLX/MAX revenue objectives and growth initiatives |
| MatNav | Senior Vice President & Chief Commercial Officer | Apr 2017–Jan 2021 | Commercial leadership; revenue and growth execution |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 465,553 | 470,706 | 484,103 |
| Stock Awards ($) | 1,002,494 | 755,480 | 770,092 |
| Non-Equity Incentive (CIP) ($) | 619,449 | 630,619 | 641,657 |
| Change in Pension Value ($) | 0 | 77,361 | 57,886 |
| All Other Compensation ($) | 38,204 | 37,947 | 48,440 |
| Total ($) | 2,125,700 | 1,972,113 | 2,002,178 |
- 2024 CIP target award opportunity (dollar target): $342,674; actual payout: $641,657 (187% of target), with corporate component paid at 200% on consolidated EBITDA and individual component “Above Target” [$479,743 corporate; $161,913 individual] . Implied target bonus ≈71% of salary in 2024 ($342,674 vs. $484,103), consistent with the Company’s stated NEO target range of 70%–100% of base salary .
- 2024 “All Other Compensation” detail includes dividends on unvested RSUs ($10,961) and profit-sharing contributions ($14,523), plus 401(k) match and perquisites (parking and spousal travel) .
Performance Compensation
Annual Cash Incentive Plan (CIP) – 2024
| Component | Metric | Weighting | Target ($) | Actual ($) | Payout vs Target | Vesting/Payment |
|---|---|---|---|---|---|---|
| Corporate | Consolidated EBITDA | 70% | Included in $342,674 target | $479,743 | 200% (driven by 141% EBITDA performance) | Paid in cash in Feb 2025 |
| Individual | Role-specific goals (CLX/MAX, domestic profitability, growth, innovation) | 30% | Included in $342,674 target | $161,913 | Above Target | Paid in cash in Feb 2025 |
| Total | Blended | 100% | $342,674 | $641,657 | 187% | Cash in Feb following year |
Equity Awards – Grants made January 24, 2024
| Award Type | Metric | Target Shares | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|
| Performance Shares (PSUs) | ROIC (75% of PSUs) | 2,260 | 262,612 | 3-year performance; measured vs 3-yr avg ROIC |
| Performance Shares (PSUs) | TSR (25% of PSUs) | 1,883 | 157,369 | Relative TSR vs S&P Transportation Select Industry Index and S&P MidCap 400; grant-date model value |
| Time-Based RSUs | N/A (service vesting) | 3,013 | 350,111 | 3-year ratable vest; dividend equivalents |
Valuation references: $116.20 closing price used for RSUs/ROIC PSUs; $208.99 model value used for TSR PSUs on grant date .
PSU Performance – 2022–2024 Cycle (settled January 26, 2025)
| Grant | Metric | Target Shares | Actual Shares | Payout % |
|---|---|---|---|---|
| Standard PSU (2022 grant) | ROIC | 2,772 | 6,930 | 250% |
| Standard PSU (2022 grant) | TSR | 924 | 2,310 | 250% |
| Additional PSU (MAX recognition, 2022) | ROIC | 792 | 1,980 | 250% |
| Additional PSU (MAX recognition, 2022) | TSR | 264 | 660 | 250% |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Owned | Restricted Stock Units (within 60 days) | Total | % of Class |
|---|---|---|---|---|
| John P. Lauer | 26,779 | — | 26,779 | * (<1%) |
- Executive stock ownership guidelines: 3× salary for NEOs; all NEOs are compliant .
- Hedging and pledging prohibited for officers and directors .
- Clawback policy: recoup incentive comp upon qualifying restatements (Rule 10D-1 compliant) .
Outstanding and Unvested Equity (as of Dec 31, 2024; market value at $134.84)
| Category | Shares/Units | Market Value ($) | Key Vesting Dates |
|---|---|---|---|
| Time-Based RSUs (unvested) | 8,304 | 1,119,711 | 1,005 (1/24/2025); 1,004 (1/24/2026); 1,854 (1/25/2025); 1,853 (1/25/2026); 1,584 (1/26/2025) |
| Performance Shares (unearned at target + settled PSUs) | 20,454 | 2,758,017 | Settled 2022–2024: 8,910 ROIC & 2,970 TSR on 1/26/2025; Target 2023–2025: 4,171 ROIC & 1,390 TSR vest 1/25/2026; Target 2024–2026: 2,260 ROIC & 753 TSR vest 1/24/2027 |
- 2024 stock option awards: none; Company has no outstanding stock options and no plans to grant them .
2024 Stock Vested
| Metric | Shares Acquired on Vesting | Value Realized ($) |
|---|---|---|
| Lauer – Stock Awards | 23,192 | 2,656,650 |
Employment Terms
Severance Plan (non-CIC)
- Involuntary termination without cause: 6 months’ base salary (installments over one year), plus an additional 6 months if a release is executed; continued life/AD&D premiums and COBRA for up to 12 months; outplacement; prorated CIP at target for the period worked .
- Voluntary resignation: no severance or CIP (except certain retirement cases); vested retirement/deferred amounts payable per plan terms .
- Equity treatment: Prorated vesting for death, disability, normal/approved early retirement; change-in-control equity treatment detailed below .
Change-in-Control (CIC) Agreements
- Double trigger; term auto-extends annually; benefits upon qualifying termination post-CIC: lump sum 2× (base salary + target bonus), pro rata target for contingent awards, lump sum deferred comp amounts, option spread value; continued health/welfare benefits for 2 years; outplacement; excise tax cutback (no gross-ups) .
Lauer – Termination Scenarios (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Benefits ($) | Outplacement ($) | Long-Term Incentives ($) | Total Lump Sum ($) | Total Value Vesting ($) |
|---|---|---|---|---|---|---|
| CIC Termination | 2,007,089 | 91,513 (H&W) | 10,000 | 3,356,932 | 5,758,913 | 6,194,438 |
| Involuntary w/o Cause | 832,208 | 45,756 (H&W) | 10,000 | — | 1,181,343 | 1,616,868 |
| Voluntary Resignation | — | — | — | — | 293,379 (lump sum retirement) | 728,904 |
| Retirement | — | — | — | 4,024,701 | 4,318,080 | 4,753,605 |
| Death | — | — | — | 4,309,913 | 4,603,292 | 4,923,876 |
| Disability | — | — | — | 4,309,913 | 4,309,913 | 4,309,913 |
Retirement & Deferred Compensation
| Plan | Present Value / Balance ($) |
|---|---|
| Qualified Retirement Plan – Traditional (years credited: 4.7) | 221,546 |
| Qualified Retirement Plan – Cash Balance (years credited: 13.0) | 213,979 |
| Excess Benefits Plan – Pension portion (years credited: 17.7) | 293,379 |
| Non-Qualified Deferred Comp – Aggregate balance | 30,776 |
| Non-Qualified Deferred Comp – Registrant contributions (2024) | 4,173 |
Performance Compensation – Metric Design and Weighting
| Program | Metric(s) | Weighting | Measurement Period | Payout Range/Formula |
|---|---|---|---|---|
| CIP (annual) | Consolidated EBITDA; Individual goals | 70% corporate / 30% individual | 1 year | Threshold 50%/Target 100%/Max 200% per component; overall max 200% of target |
| PSUs (long-term) | 3-year avg ROIC; 3-year cumulative TSR (relative) | PSU split 75% ROIC / 25% TSR | 3 years | Shares earned based on performance grids; 2022–2024 paid 250% at max |
Equity Grant Vesting Schedules (selected specifics)
| Award | Vesting Date(s) | Shares |
|---|---|---|
| Time-Based RSUs | 1/24/2025; 1/24/2026; 1/25/2025; 1/25/2026; 1/26/2025 | 1,005; 1,004; 1,854; 1,853; 1,584 |
| PSUs 2022–2024 (settlement) | 1/26/2025 | 8,910 ROIC; 2,970 TSR |
| PSUs 2023–2025 (target) | 1/25/2026 | 4,171 ROIC; 1,390 TSR |
| PSUs 2024–2026 (target) | 1/24/2027 | 2,260 ROIC; 753 TSR |
Equity Ownership & Alignment Policies
- Ownership guidelines: CEO 5× salary; other NEOs 3× salary; Lauer compliant .
- Hedging/monetization and pledging prohibited for directors and executive officers .
- Equity granting policy: January grants; no options outstanding; no plans to grant options .
- Clawback: no-fault, applies to senior management; recoup incentive comp tied to financial metrics upon applicable restatements .
Investment Implications
- Strong pay-for-performance alignment: 2024 CIP paid 187% of target for Lauer on 141% EBITDA and Above Target individual performance; 2022–2024 PSUs paid at maximum (250%) on superior ROIC and TSR, signaling robust execution over the cycle .
- Retention considerations: Material equity vestings occurred on 1/26/2025 (PSUs), with additional scheduled vestings in 2026 and 2027 across RSUs/PSUs, supporting continued alignment but creating periodic liquidity events that can drive insider-selling pressure around vesting dates .
- Governance safeguards: Double-trigger CIC terms, excise tax cutback (no gross-ups), prohibition on hedging/pledging, and clawback policy mitigate misalignment and reduce red-flag risk .
- Ownership alignment: Direct ownership (26,779 shares; <1% of float) complemented by substantial unvested equity and compliance with 3× salary guideline; time-based RSUs include dividend equivalents, while PSUs do not pay dividends until vesting .
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