Matthew Cox
MatsonAbout Matthew Cox
Matthew J. Cox (age 63) is Chairman of the Board since April 2017 and Chief Executive Officer since June 2012; he first joined Matson in 2001 and has led Matson Navigation Company, Inc. in similar roles since 2012 . Under his leadership, 2024 net income rose to $476.4 million and EBITDA to $738.9 million, driving maximum annual cash incentive payouts and 250% of target for 2022–2024 Performance Shares based on 3-year average ROIC of 23.2% and relative TSR at the 84th/89th percentiles versus S&P MidCap 400 and Transportation indices . The pay program emphasizes variable, performance-based compensation (81% of CEO target TDC in 2024) and received 98% support in the 2024 say-on-pay vote .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matson, Inc. | Chairman | 2017–present | Unified leadership with strong Board oversight via Lead Independent Director |
| Matson, Inc. | CEO | 2012–present | Led expansion and profitability across tradelanes; pay-for-performance alignment |
| Matson, Inc. | President | 2012–2017 | Transitioned to CEO; strengthened corporate governance structure |
| Matson Navigation Company, Inc. (MatNav) | Chairman & CEO | 2012–present | Operational leadership of core shipping subsidiary |
| MatNav | President | 2008–2017 | Oversaw commercial execution and operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Hawaiian, Inc. (Nasdaq:FHB) | Director | 2016–2022 | Banking oversight and Hawaii business community ties |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 894,336 | 904,234 | 929,970 |
| Stock Awards ($) | 3,341,181 | 3,237,822 | 3,299,485 |
| Non-Equity Incentive ($) | 1,679,615 | 1,716,915 | 1,746,799 |
| All Other Compensation ($) | 112,738 | 110,673 | 117,853 |
| Total ($) | 6,027,870 | 6,165,815 | 6,146,934 |
Key notes:
- Base salaries for NEOs, including Cox, were increased 4% in 2024 to maintain competitiveness .
- All other compensation includes RSU dividend equivalents, profit-sharing, 401(k) match, and limited perquisites (e.g., spousal travel $32,769 for Cox) .
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (CIP) – Corporate | Consolidated EBITDA | 70% (CEO) | $525,164k | $738,910k | 200% of target | Paid in cash (Feb following FY) |
| Annual Cash Incentive (CIP) – Individual | CEO Individual Goals | 30% (CEO) | Above Target | Above Target | Included in overall | Paid in cash |
| CIP – CEO Award | Aggregate | — | $940,403 target | $1,746,799 actual | 186% of target | — |
| Performance Shares (2022–2024) | ROIC (avg) | 75% | 17.2% target | 23.2% actual | 250% of target | Vested 1/26/2025 |
| Performance Shares (2022–2024) | Relative TSR | 25% | 50th percentile | 84th/89th percentiles | 250% of target | Vested 1/26/2025 |
| Performance Shares (2024–2026) | ROIC | 75% | Determined end of 2026 | — | — | Settles after 3-year period (no dividends) |
| Performance Shares (2024–2026) | Relative TSR | 25% | Determined end of 2026 | — | — | Settles after 3-year period |
2024 equity design and grants (CEO):
- Annual equity split 50/50 between Performance Shares and time-based RSUs; CEO total $3,000,000 ($1.5m PSUs; $1.5m RSUs) .
- January 24, 2024 grants: ROIC PSUs target 9,682 (threshold 2,421; max 24,205) at grant-date value $1,125,048; TSR PSUs target 3,227 (threshold 807; max 8,068) at $674,411; time-based RSUs 12,909 at $1,500,026 .
- RSUs vest in equal annual installments over 3 years; PSUs measured over 3-year period ending 12/31/2026 .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (as of 2/21/2025) | 203,910 shares; <1% of outstanding |
| Unvested RSUs (CEO) | 34,076 units; market value $4,594,808 at $134.84 close (12/31/2024) |
| Performance Shares (CEO) | Target 76,336 unearned units; value $10,293,146 |
| RSU Vesting Dates (CEO) | 4,304 (1/24/2025); 4,303 (1/24/2026); 4,302 (1/24/2027); 7,944 (1/25/2025); 7,944 (1/25/2026); 5,279 (1/26/2025) |
| PSU Settlement (CEO) | 29,697 ROIC + 9,897 TSR vested on 1/26/2025 (2022–2024 cycle) |
| Ownership Guidelines | CEO 5x salary; all NEOs compliant |
| Hedging/Pledging | Prohibited for officers/directors |
| Burn Rate (FY24) | 0.5% (153,027 full-value shares; no options) |
| Overhang | 4.9% as of 2/21/2025; would be 5.5% if 2025 Plan approved |
Insider selling pressure considerations:
- Major vest events occur each January (RSUs and PSUs), which can create periodic supply from tax-withholding/sales; monitor Form 4 filings around late January annually. Section 16 filings were timely in 2024; no delinquencies noted .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Contracts | None for executive officers |
| Severance Plan (non-CIC) | If involuntary termination without cause/layoff: 6 months base salary (plus additional 6 months with release), 12 months life/AD&D premiums, up to 12 months COBRA premiums, outplacement, and prorated CIP at target with release |
| Change-in-Control Agreements | Double-trigger; term auto-extends annually; if terminated without cause/for good reason post-CIC: lump-sum 2x (base salary + target bonus), prorated target for contingent awards, deferred comp payouts, option spread (if any), 2 years welfare benefits, outplacement; no tax gross-ups (cut to avoid excise tax if beneficial) |
| Clawback | No-fault clawback for senior management per Rule 10D-1; restatements trigger recovery of excess incentive compensation within past 3 fiscal years |
Executive termination scenarios (CEO; assuming 12/31/2024 event):
| Scenario | Cash Severance ($) | Health/Welfare ($) | Outplacement ($) | Long-Term Incentives ($) | Retirement Lump Sum ($) | Annuity PV ($) | Total Value Vesting/Payments ($) |
|---|---|---|---|---|---|---|---|
| Change in Control + Involuntary Termination | 4,702,015 | 92,050 | 10,000 | 12,656,442 | 1,969,514 | 744,695 | 20,174,716 |
| Termination w/o Cause (no CIC) | 1,880,806 | 46,025 | 10,000 | — | 1,969,514 | 744,695 | 4,651,040 |
| Voluntary Resignation | — | — | — | — | 1,969,514 | 744,695 | 2,714,209 |
| Retirement | — | — | — | 15,523,712 | 1,969,514 | 744,695 | 18,237,921 |
| Death | — | — | — | 16,740,408 | 1,969,514 | 476,012 | 19,185,934 |
| Disability | — | — | — | 16,740,408 | — | — | 16,740,408 |
Other benefits:
- Non-qualified deferred compensation aggregate balance for Cox at FY-end 2024: $206,581; company contributions $17,549 and earnings $9,855 in 2024 .
- Pension benefits are provided proportionally to cash compensation; values reflected in termination scenarios above .
Board Governance
- Dual role: Cox is Chairman and CEO; the Board mitigates with a Lead Independent Director (Stanley M. Kuriyama) and executive sessions of independent directors; 86% of Board is independent (6 of 7) .
- Committees: Audit, Compensation, and Nominating committees chaired by independent directors; Cox serves as Chairman of the Board (not independent) .
- Director compensation: employee directors do not receive director pay; non-employee director retainer $85,000 plus committee/lead fees and annual RSU (~$130,000) with one-year cliff vesting .
Compensation Committee & Peer Group
- Independent consultant: Pay Governance retained in 2024; Exequity provided disclosure support and reviews .
- Pay benchmarking: generally at 50th percentile; mix prioritizes at-risk pay .
- Peer group (transportation-related): includes Air Transport Services Group, ArcBest, Forward Air, Hawaiian Holdings, Hub Group, Kirby, Knight-Swift, Landstar, Old Dominion, Ryder, Saia, Schneider, Werner; Atlas Air removed after going private in March 2023 .
Say-on-Pay & Shareholder Engagement
- 2024 say-on-pay approval: >98% FOR .
- Ongoing engagement with shareholders owning >60% of stock; discussions included strategy, compensation, governance, and sustainability .
Performance & Track Record
| Metric ($USD Millions) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues | 2,383.3* | 3,925.3* | 4,343.0* | 3,094.6* | 3,421.8* |
| EBITDA | 375.2* | 1,274.5* | 1,419.3* | 490.3* | 713.9* |
| Net Income | 193.1* | 927.4* | 1,063.9* | 297.1* | 476.4* |
| Values retrieved from S&P Global.* |
Context:
- Management highlights 2024 as a strong year, with resilient U.S. economy and tighter supply conditions supporting higher China service freight rates, driving outperformance against the Operating Plan and maximum incentive payouts .
Compensation Structure Analysis
- Mix: CEO 2024 target TDC 19% salary, 19% annual incentive, 62% long-term incentives; emphasizes pay-for-performance .
- Shift: Continued use of PSUs and RSUs; no stock options granted in 2022–2024, reflecting preference for performance-conditioned equity; no repricing allowed .
- Governance safeguards: double-trigger CIC, clawback, hedging/pledging prohibitions, minimum 3-year vesting on senior executive equity; no tax gross-ups .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman) mitigated by Lead Independent Director and strong independent majority .
- No hedging/pledging; strong ownership guidelines; no option repricing; no tax gross-ups; robust clawback policy .
- Burn rate and overhang remain moderate; monitor dilution if 2025 Plan approved (overhang to 5.5%) .
Vesting Schedules and Potential Selling Pressure
| Award Type | Specific Upcoming Dates (CEO) |
|---|---|
| RSUs | 1/24/2026 (4,303); 1/24/2027 (4,302); 1/25/2026 (7,944) |
| PSUs (2023–2025) | 1/25/2026 (ROIC 17,875; TSR 5,958 at target) |
| PSUs (2024–2026) | 1/24/2027 (ROIC 9,682; TSR 3,227 at target) |
Note: January vest/settlement dates often align with Form 4 activity; monitor filings for tax withholding/sales around these dates. Section 16 compliance was timely in 2024 .
Investment Implications
- Strong pay-for-performance alignment: EBITDA-driven cash incentives and ROIC/relative TSR PSUs have produced outsized payouts when performance is robust; this supports confidence in management execution but also magnifies cyclicality exposure in incentives .
- Retention risk looks contained: meaningful unvested RSUs and multi-year PSUs, double-trigger CIC protections, and ownership guideline compliance reduce near-term departure risk .
- Governance mitigants address dual role concerns: Lead Independent Director structure, independent committees, and shareholder-friendly policies (no hedging/pledging, clawback, no gross-ups) lower governance risk premiums .
- Trading signals: January vesting cycles can create periodic supply; watch Form 4s around late January for settlement-related transactions. Equity plan overhang could modestly increase upon 2025 Plan approval; monitor dilution and burn rate trends .