Meredith Ching
MatsonAbout Meredith J. Ching
Meredith J. Ching is an independent director of Matson, Inc. and has served on the Board since 2020; she is 68 years old. She is Executive Vice President, External Affairs at Alexander & Baldwin, Inc. (A&B), with prior roles in government and community relations, and previously served on the boards of Cincinnati Bell Inc. and Hawaiian Telcom Holdco, Inc., bringing deep knowledge of Hawaii and Matson’s operating markets and public company board experience.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alexander & Baldwin, Inc. (A&B) | Executive Vice President, External Affairs | Since Mar 2018 | Oversees external affairs; extensive engagement in Hawaii business community |
| Alexander & Baldwin, Inc. (A&B) | Senior Vice President, Government & Community Relations | Jun 2007 – Mar 2018 | Government & community relations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cincinnati Bell Inc. (NYSE:CBB) | Director | Jul 2018 – Sep 2021 | Public company board experience |
| Hawaiian Telcom Holdco, Inc. | Director | May 2015 – Jun 2018 | Public company board experience |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not a chair.
- Independence: Labeled “Independent” in the proxy; all members of Compensation and Nominating Committees are independent under NYSE rules.
- Attendance and engagement: In 2024, the Board held 8 meetings; all directors attended all Board and committee meetings on which they served; 5 executive sessions were held, led by the Lead Independent Director.
- Lead Independent Director: Stanley M. Kuriyama.
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation | Member | 4 | All members independent |
| Nominating & Corporate Governance | Member | 3 | All members independent |
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 98,500 | Includes $85,000 annual cash retainer and member fees (Compensation $7,500; Nominating $6,000) |
| All Other Compensation | 15,442 | Dividend equivalents paid upon RSU vesting and reimbursement for guest travel to certain Company events |
| Total Cash & Other | 113,942 | Sum of cash and other compensation |
Board fee schedule (for reference):
- Annual cash retainer: $85,000; Committee member fees: Compensation $7,500; Nominating $6,000; Committee chair fees: Compensation $17,500; Nominating $16,000; Lead Independent Director additional $30,000; excess meeting fees may apply beyond set minimums.
Performance Compensation
| Equity Component (2024) | Amount/Units | Vesting/Terms |
|---|---|---|
| Stock Awards (RSUs) – Grant Date Fair Value | 130,018 | Automatic RSU grant (~$130,000) annually upon election/reelection; 100% cliff vest on grant anniversary or next annual shareholders’ meeting |
| RSUs Outstanding at end of 2024 | 1,185 | No stock options outstanding; directors may defer RSUs but no deferral elected in 2024 by non-employee directors (Ching did not defer) |
| Option Awards | — | No non-employee director had stock options outstanding at end of 2024; company has not granted options to directors in many years |
Company executive pay performance metrics (context for Compensation Committee oversight):
| Program | Metric(s) | Measurement Period | Notes |
|---|---|---|---|
| Annual Cash Incentive (CIP) | EBITDA | Annual | Aligns incentives with profitable growth |
| Performance Shares (PSUs) | Average annual ROIC; 3-year cumulative TSR relative to S&P Transportation Select Industry Index and S&P MidCap 400 Index | 3-year | PSUs granted in 2024 cover FY2024–FY2026; settle after the performance period (in 2027) |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Matson.
- Prior public company boards: Cincinnati Bell Inc. (2018–2021), Hawaiian Telcom Holdco, Inc. (2015–2018).
- Potential interlocks/conflicts: Ms. Ching is EVP at A&B; several directors have historical A&B ties; however, no related person transactions involving A&B were disclosed for 2024. Related person transactions disclosed involved Servco and Foodland; all were ordinary course, at standard terms, and approved under written Audit Committee procedures.
Expertise & Qualifications
- Deep understanding of Hawaii and Matson’s operating markets through senior roles at A&B and local community involvement; public company board experience via Hawaiian Telcom and Cincinnati Bell.
- Governance experience as member of Compensation and Nominating Committees; participates in oversight of sustainability, risk, and succession via committee structure.
Equity Ownership
| Holder | Shares Owned | RSUs Counted in Beneficial Ownership | Total Beneficial | % of Class | Notes |
|---|---|---|---|---|---|
| Meredith J. Ching | 31,952 | — | 31,952 | <1% | Includes 2,800 shares with shared voting/dispositive power with spouse; RSUs outstanding at end of 2024: 1,185 (not included as beneficial unless vesting within 60 days) |
Director Stock Ownership Guidelines:
- Non-employee directors must own Matson stock (including RSUs) equal to 5x the annual cash retainer within five years of becoming a director; all current non-employee directors have met or are on track.
Compensation Committee Analysis
- Committee composition: Independent directors; Chair: Mark H. Fukunaga; members include Ching and Tilden.
- Independent consultants: In 2024 the Committee retained Pay Governance LLC (new) and also used Exequity LLP for disclosure and reviews; both assessed as independent with no conflicts; consultants attended meetings and advised on peer groups, pay structures, and risk assessment.
- Peer group framework: Transportation-related companies with similar revenue/size characteristics; roster updated with removal of Atlas Air post-privatization; broader survey data used due to limited direct peers.
- Pay risk assessment: Company concluded incentive pay policies/practices are not reasonably likely to have a material adverse effect.
- Governance protections: Double-trigger change-in-control agreements for executives; strong ownership guidelines; no tax gross-ups; prohibition on hedging and pledging; no stock option repricing.
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote: Over 98% of votes cast approved NEO compensation; investor engagement generally supportive; Committee maintained pay philosophy.
Governance Assessment
- Positive signals:
- Independent director with committee roles (Compensation; Nominating), 100% meeting attendance amid active schedule (8 Board meetings; 5 executive sessions).
- Director compensation balanced between cash ($98,500) and equity ($130,018 RSUs) with standard vesting; no stock options; dividend equivalents only upon vesting.
- Meaningful share ownership (31,952 shares; some shared with spouse) and compliance/on-track status under 5x retainer stock ownership guideline, reinforcing alignment.
- Strong pay-governance framework overseen by her committee: independent consultants, diversified performance metrics (EBITDA, ROIC, relative TSR), prohibitions on hedging/pledging, and double-trigger CIC protections; robust shareholder support (98% say-on-pay).
- Potential conflict vector to monitor:
- Current EVP role at Alexander & Baldwin and historical ties among directors could present perceived interlocks; however, no related person transactions with A&B were disclosed for 2024, and the Audit Committee’s policy requires pre-approval of any such transactions and limits those to the Company’s best interests.
- RED FLAGS:
- None disclosed for Ms. Ching: no Section 16(a) delinquency; no hedging/pledging permitted; no related party transactions involving her; no option repricing or tax gross-ups.