Mark Fukunaga
MatsonAbout Mark H. Fukunaga
Independent director since 2018; age 69. Executive Chairman of Servco Pacific Inc. since October 2023 and previously CEO from March 1994 to September 2023, bringing operating experience, logistics expertise, and deep Asia/Pacific Rim business background relevant to Matson’s markets . The Board designates him independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Servco Pacific Inc. | Executive Chairman | Oct 2023–present | Leads diversified operations (automotive distribution/retailing; musical instruments; e-learning; venture and PE investing); extensive operating/logistics expertise |
| Servco Pacific Inc. | Chief Executive Officer | Mar 1994–Sep 2023 | Long-tenured CEO with Asia/Pacific Rim business experience applicable to Matson’s geographies |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Servco Pacific Inc. | Private company | Executive Chairman | Oct 2023–present |
| Servco Pacific Inc. | Private company | Chief Executive Officer | Mar 1994–Sep 2023 |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating .
- Attendance: Board held eight meetings in 2024; all directors attended all Board and committee meetings on which they served; five executive sessions; all seven directors attended the 2024 Annual Meeting .
- Committee activity: Audit met six times; Compensation met four times; Nominating met three times (Fukunaga chaired Compensation; served on Audit) .
- Independence: Board determined all directors except the CEO (Cox) are independent; Fukunaga is independent .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Compensation | Chair | 4 |
| Nominating & Corporate Governance | — | 3 (committee) |
Fixed Compensation
- Cash and equity mix for non‑employee directors is standardized via retainers, fees, and annual RSU grants. Fukunaga’s totals:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 110,000 | 112,750 |
| Stock Awards ($) | 130,048 | 130,018 |
| All Other Compensation ($) | 1,593 | 14,225 |
| Total ($) | 241,641 | 256,993 |
- Director cash retainers and fees (pro‑rated/paid quarterly):
| Component | Amount |
|---|---|
| Annual cash retainer | $85,000 |
| Lead Independent Director (additional) | $30,000 |
| Committee chair retainer – Audit | $24,000 |
| Committee chair retainer – Compensation | $17,500 |
| Committee chair retainer – Nominating | $16,000 |
| Committee member retainer – Audit | $9,000 |
| Committee member retainer – Compensation | $7,500 |
| Committee member retainer – Nominating | $6,000 |
| Excess meeting fees (per meeting) – Board >7 | $1,500 |
| Excess meeting fees (per meeting) – Audit >6 | $750 |
| Excess meeting fees (per meeting) – Compensation >5 | $750 |
| Excess meeting fees (per meeting) – Nominating >4 | $750 |
Performance Compensation
- Directors receive time‑based RSUs; no options or performance‑conditioned awards for directors.
| Award Type | Grant Value (2024) | Grant Date Shares | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSU | ~$130,000 per director | Fukunaga had 3,812 RSUs outstanding at end of 2024 | 100% cliff vesting on earlier of grant anniversary or next annual meeting; dividend equivalents upon issuance | None (time‑based) |
| Options | N/A | N/A | N/A | No director stock options outstanding |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| Servco Pacific Inc. | Private | Executive Chairman; former CEO | Related‑party transactions with Matson disclosed and Audit Committee‑approved |
| Other public company boards | Public | — | No other public company directorships disclosed for Fukunaga in Matson’s proxy |
Expertise & Qualifications
- Brings extensive operating experience, logistics expertise, leadership skills, and knowledge of Hawaii and Matson’s operating markets; deep Asia/Pacific Rim business experience .
Equity Ownership
| Holder | Shares Owned | RSUs Counted as Beneficial within 60 Days | Total Beneficial | Percent of Class |
|---|---|---|---|---|
| Mark H. Fukunaga | 26,329 (includes 2,627 vested RSUs deferred) | — | 26,329 | * (<1%) |
- At end of 2024, Fukunaga held 3,812 RSUs (not necessarily within 60‑day vest window) .
- Stock ownership guidelines: non‑employee directors must hold 5× annual cash retainer within five years; all current directors have met or are on track .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors and officers .
Related‑Party Exposure
| Counterparty | Nature | 2024 Amount | Process/Materiality |
|---|---|---|---|
| Servco (Fukunaga is Executive Chairman; immediate family >10% owners) | Matson provided shipping services to Servco/subsidiaries | ~$1,533,000 | Approved by Audit Committee; less than 2% of Servco and Matson consolidated gross revenues; ordinary course on standard terms |
| Servco | Matson purchased/leased forklifts, vehicles and parts from Servco | ~$379,000 | Same as above; approved per written procedures |
Compensation Committee Analysis
- Composition: Fukunaga (Chair), Ching (Member), Tilden (Member); all independent; met four times in 2024 .
- Scope: Oversees executive compensation and benefit programs; may delegate to subcommittees; recommends director compensation .
- Interlocks: No Compensation Committee interlocks or insider participation disclosed for fiscal 2023 (committee report in 2024 proxy) .
- Pay practices: Company highlights double‑trigger CIC, performance‑based awards, clawback, and prohibition on hedging/pledging; strong say‑on‑pay support (over 98% FOR in 2024) .
Governance Assessment
- Positives: Independent status; strong attendance; active chair role on Compensation Committee; robust policies (clawback; anti‑hedging/pledging; ownership guidelines); very strong say‑on‑pay support signaling investor confidence .
- RED FLAG/Potential conflict: Servco related‑party transactions while Fukunaga serves on the Audit and Compensation Committees; mitigated by Audit Committee oversight, clear procedures, and immateriality thresholds (<2% of consolidated revenues) but warrants monitoring for scale or terms changes .
- Alignment: Director equity in RSUs and ownership guideline compliance support skin‑in‑the‑game; no options; time‑based RSUs standard for directors .
- Board effectiveness signals: Eight Board meetings with five independent executive sessions; refreshed committee composition in 2024; sustainability oversight embedded across committees .