Peter Heilmann
MatsonAbout Peter Heilmann
Peter T. Heilmann (age 56 as of March 10, 2025) serves as Executive Vice President, Chief Administrative Officer and General Counsel of Matson, Inc., a role he has held since February 2021; he first joined Matson in 2012 and previously served as Senior Vice President and Chief Legal Officer and then Chief Administrative Officer and General Counsel . Matson’s 2024 performance drove maximum consolidated EBITDA payout in the annual incentive plan and 250% payouts on 2022–2024 Performance Shares, with net income of $476.4 million, diluted EPS of $13.93, and EBITDA of $738.9 million, underscoring strong multi-year value creation (ROIC and relative TSR are the PSU metrics) . His 2024 individual goals included overseeing resolution of government investigations and litigation, managing legal aspects of corporate initiatives, and strengthening compliance to mitigate future litigation risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matson, Inc. | EVP, Chief Administrative Officer & General Counsel | Feb 2021 – present | Enterprise governance and legal leadership; compliance oversight; support significant corporate initiatives |
| Matson, Inc. | SVP, Chief Administrative Officer & General Counsel | Apr 2018 – Feb 2021 | Corporate administration and legal oversight across operating units |
| Matson, Inc. | SVP & Chief Administrative Officer | Apr 2017 – Apr 2018 | Organizational administration; operational governance |
| Matson, Inc. | SVP & Chief Legal Officer | Mar 2014 – Apr 2017 | Led legal function; supported regulatory compliance and litigation resolution |
| Subsidiary (MatNav) | EVP, CAO & General Counsel | Feb 2021 – present | Legal leadership for ocean services subsidiary |
| Subsidiary (MatNav) | SVP, CAO & General Counsel | Apr 2017 – Feb 2021 | Legal and administrative leadership for subsidiary |
| Subsidiary (MatNav) | SVP & Chief Administrative Officer | Mar 2014 – Apr 2017 | Administrative leadership for subsidiary |
External Roles
No external public company directorships or committee roles for Mr. Heilmann are disclosed in the proxy’s Executive Officers section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 463,087 | 468,212 | 481,538 |
| Target Annual Incentive ($) | 327,748 | 327,748 | 340,858 |
| Actual Annual Incentive (CIP) Paid ($) | 630,916 | 625,999 | 647,204 |
| All Other Compensation ($) | 35,581 | 36,335 | 35,461 |
2024 All Other Compensation detail: dividends paid on unvested RSUs $10,497 and profit-sharing contributions $14,446 (plus 401(k) match) .
Performance Compensation
Annual Cash Incentive (CIP) – 2024 Structure and Outcome
| Component | Metric | Weighting | Target ($) | Actual Payout | Payout vs Target |
|---|---|---|---|---|---|
| Corporate | Consolidated EBITDA | 70% | Part of $340,858 | $477,201 | 200% corporate component payout |
| Individual | Role-specific goals | 30% | Part of $340,858 | $170,003; rating: Above Target | Above Target |
| Total | Blended | — | $340,858 | $647,204 | 190% of target |
Notes:
- CIP awards are paid in cash in February following the performance year .
- 2024 corporate component based 100% on consolidated EBITDA; individual goals included legal/compliance outcomes for Mr. Heilmann .
Equity Incentives – Grants and Vesting
2024 Grants of Plan-Based Awards (Grant date: 1/24/2024)
| Award Type | Metric | Units/Structure | Grant Date Fair Value ($) |
|---|---|---|---|
| Performance Shares | ROIC (3-year) | Target-level PSU grant; performance 3-year ROIC | 262,612 |
| Performance Shares | Relative TSR (3-year) | Target-level PSU grant; TSR vs indices | 157,369 |
| Time-Based RSUs | Service-based | 3,013 RSUs | 350,111 |
Key program terms:
- Annual equity awards split 50/50 between time-based RSUs and Performance Shares; PSUs measured over 3 years on ROIC and relative TSR; minimum vesting 3 years for senior executives .
- No stock option grants in 2022, 2023 or 2024 .
Performance Share settlement history and scheduled vestings:
| Cycle | Metric Outcome | PSU Payout/Units | Vesting Date |
|---|---|---|---|
| 2020–2022 PSU | ROIC 200% payout; TSR modifier +25% (85th/82nd percentile) | 22,250 shares (actual) | 1/25/2023 |
| 2021–2023 PSU (Target tranches scheduled) | ROIC and TSR tranches | 4,067 ROIC + 1,356 TSR (target tranches) | 1/27/2024 |
| 2022–2024 PSU (Target tranches scheduled) | ROIC and TSR tranches | 2,772 ROIC + 924 TSR (target tranches) | 1/26/2025 |
| 2022–2024 PSU result | Strong ROIC and relative TSR | 250% of target (NEOs) | After 12/31/2024 cycle |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of Feb 21, 2025) | 31,511 shares |
| RSUs vesting within 60 days | 0 (Restricted Stock Units column shows “—” for Heilmann) |
| Ownership as % of shares outstanding | Less than 1% (“*”) |
| Executive ownership guideline | 3x salary for NEOs; 5x for CEO |
| Compliance status | All NEOs have met share ownership requirements |
| Hedging/pledging policies | Hedging, speculative transactions, and pledging/margin accounts prohibited |
| Dividends on unvested RSUs (2024) | $10,497 |
Employment Terms
Change-in-control framework:
- Double-trigger agreements (payments only upon both change-in-control and qualifying termination); severance equals 2x base salary + target bonus; pro rata target payouts on outstanding incentives; continued health and welfare benefits for 2 years; outplacement; excise tax cutback; no tax gross-ups .
Scenario economics for Peter T. Heilmann (as of 12/31/2024):
| Scenario | Cash Severance ($) | Health & Welfare ($) | Outplacement ($) | Long-Term Incentives ($) | Total (lump sum) ($) |
|---|---|---|---|---|---|
| Change in Control with Involuntary Termination | 1,996,454 | 117,936 | 10,000 | 2,953,490 | 5,405,916 |
| Termination without Cause (no CIC) | 827,798 | 58,968 | 10,000 | — | 1,224,802 |
| Voluntary Resignation | — | — | — | — | 328,036 (lump sum retirement plan value only) |
| Retirement | — | — | — | 3,622,578 | 3,950,614 |
| Death | — | — | — | 3,906,472 | 4,234,508 |
| Disability | — | — | — | 3,906,472 | 3,906,472 |
Retirement and deferred benefits:
- Pension present values (Qualified Cash Balance + Excess Benefits Plan) and credited service: | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | Years Credited (Qualified Cash Balance / Excess Plan) | 10.7 / 10.7 | 11.7 / 11.7 | 12.7 / 12.7 | | Qualified Cash Balance PV ($) | 116,334 | 147,447 | 198,438 | | Excess Benefits Plan PV ($) | 184,143 | 240,165 | 328,036 |
- Non-qualified deferred compensation balance: $31,757 at 12/31/2023 (with 2023 registrant contributions $4,146; aggregate earnings $1,685) .
Other policies and governance signals:
- Clawback: No-fault clawback for senior management, consistent with Rule 10D-1 .
- Say-on-Pay: 98% approval in 2024; investors supportive of compensation program .
- Pay mix: For 2024, Peter Heilmann’s target pay mix was 32% salary, 22% annual incentives, 46% long-term incentives, emphasizing variable pay .
Investment Implications
- Strong alignment: Variable pay (~68% for NEOs) tied to EBITDA (annual) and ROIC/relative TSR (multi-year) supports pay-for-performance; 2024 CIP paid at 190% and 2022–2024 PSUs at 250% indicate meaningful realized compensation for sustained performance .
- Low pledging/hedging risk and robust clawback reduce governance red flags; change-in-control agreements are double-trigger with excise cutback and no gross-ups, limiting shareholder-unfriendly outcomes .
- Vesting-driven supply: Scheduled/actual PSU and RSU vestings (notably Jan 2023–2025) can create periodic selling pressure; 2020–2022 PSU settlement (22,250 shares), plus target tranches scheduled for 2024 and 2025, are notable for monitoring around vesting dates .
- Retention and severance: Material CIC severance ($5.41 million lump sum including LTI acceleration) and retirement/deferral balances signal moderate retention incentives; absence of employment contracts and high say-on-pay support suggest balanced governance and market-consistent pay levels .