Anthony P. Takitani
About Anthony P. Takitani
Anthony P. Takitani (age 70) is an independent director of Maui Land & Pineapple Company, Inc. (MLP), serving since April 2015. He is a partner at Takitani Agaran Jorgensen and Wildman LLP, specializing in real estate, commercial, and personal injury law, and previously served two terms in the Hawaii House of Representatives (1978–1982). He holds a JD from Southwestern University School of Law and a BA in Political Science from the University of Hawai‘i at Mānoa, bringing legal, legislative, and community experience to MLP’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takitani Agaran Jorgensen & Wildman LLP | Partner (Attorney) | Ongoing | Real estate, commercial and personal injury practice; Maui-based legal expertise |
| State of Hawaii House of Representatives | Legislator | 1978–1982 | Public sector governance experience |
| Maui Health Systems (not-for-profit) | Board Member | 1994–present | Community healthcare oversight; board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maui Arts & Cultural Center (non-profit) | Board/Community Service | Not disclosed | Community engagement (dates not specified) |
| Other non-profit boards (various) | Board/Community Service | Not disclosed | Active local service; details not itemized |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Audit Committee expertise: Board determined all Audit Committee members (including Takitani) are “audit committee financial experts” under SEC rules; all are independent under NYSE/SEC standards .
- Independence status: Board determined each director (including Takitani) is independent .
- Attendance and engagement: In FY2024, Board met 4 times; Audit 6; Compensation 2; Nominating 1; all directors attended 100% of Board/committee meetings. In FY2023, Board met 4; Audit 5; Compensation 4; Nominating 2; all directors attended 100% .
- Board leadership: Roles of Chair and CEO are separated; no lead independent director currently, with independent oversight maintained .
- Related-party transactions: None requiring disclosure since January 1, 2024 .
| Attendance & Meetings | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Audit Committee meetings | 5 | 6 |
| Compensation Committee meetings | 4 | 2 |
| Nominating & Governance Committee meetings | 2 | 1 |
| Director attendance rate | 100% | 100% |
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer ($) | $44,967 | $40,000 |
| Meeting fees | None (not paid for attendance) | None stated (structure unchanged) |
Notes:
- Committee service fees: MLP does not pay incremental fees for committee service, but in 2024 granted stock options to non-employee directors (other than Mr. Case) in connection with committee service under the 2017 Plan .
Performance Compensation
| Equity Award | Grant details | Vesting | Value/strike |
|---|---|---|---|
| Restricted stock (director annual grant, 2024) | 5,600 shares (to each of Ota, Sabin, Takitani, Aeppel, Ngo) | Quarterly; 3,124 vested at 12/31/2024; remaining through 12/31/2025 | Aggregate grant-date fair value $120,000 for Takitani |
| Stock options (director options, 2024) | Options granted in 2024, vest quarterly | Quarterly vesting; unvested 17,375; unexercised 69,500 (as of 12/31/2024, per director table) | Company-wide 2024 director option grants: 385,500 shares across six directors at $22.25 strike (May 2024) |
| Total 2024 director equity (Tak) | RS + options | As above | RS $120,000; options grant-date fair value $616,312 |
Compensation structure signals:
- In 2025, Compensation Committee will eliminate use of options and replace with restricted stock due to more certain valuation—applies to both directors and NEOs per committee mandate .
- Clawback: 2017 Plan equity awards subject to clawback or recoupment per Board policy or law .
- Option repricing prohibited without stockholder approval under the 2017 Plan .
Other Directorships & Interlocks
| Company/Organization | Public company? | Role | Potential interlock/conflict |
|---|---|---|---|
| Maui Health Systems | No | Board Member | Healthcare non-profit; no disclosed related-party transactions |
| Various Maui non-profits | No | Board/Community roles | Community service; no conflicts disclosed |
- No public company directorships disclosed for Takitani in the last five years .
- Largest shareholder pledging: Steve Case has pledged 5,993,750 shares to Bank of Hawaii and 3,000,000 to First Hawaiian Bank—board-level red flag but not attributed to Takitani; requires ongoing oversight .
Expertise & Qualifications
- Legal expertise: Longstanding Maui-based attorney; partner in real estate/commercial law firm .
- Legislative experience: Former Hawaii state legislator (1978–1982) .
- Community leadership: Extensive Maui non-profit board involvement; long-term Maui Health Systems board member since 1994 .
- Audit oversight credentials: Board determined Audit Committee members (including Takitani) meet SEC “financial expert” criteria .
Equity Ownership
| Metric | As of Mar 21, 2024 | As of Mar 27, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 52,788 | 176,889 |
| Ownership % of outstanding | <1% | <1% |
| Unvested restricted shares (director 2024 grant) | 2,476 remaining unvested (5,600 granted; 3,124 vested) | N/A at record date; vesting continues through 12/31/2025 |
| Options outstanding (director) | Unvested 17,375; unexercised 69,500 | Unvested/unexercised status per 2024 year-end; strike $22.25 for May 2024 cohort |
| Hedging/Pledging | Company policy prohibits hedging and pledging by insiders; Audit Committee may grant case-by-case exceptions for pledges | Same; amended policy dated March 4, 2025 |
Insider Trades and Compliance
| Item | Year | Detail |
|---|---|---|
| Section 16(a) delinquencies (Form 4) | 2023/2024 | Forms 4 for multiple directors—including Anthony P. Takitani—for stock issued (May 16, 2023) and stock options granted (May 16, 2023) were reported late |
| Section 16(a) delinquencies (Form 4) | 2025 | Delinquencies disclosed only for CFO Wade K. Kodama (June 28, 2024 disposition) and CEO Race A. Randle (Jan 1, 2024 option grant); none for Takitani |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; Audit Committee financial expert; 100% attendance; no related-party transactions disclosed; robust clawback and anti-repricing provisions; insider trading policy prohibits hedging/pledging .
- Alignment: Significant increase in beneficial ownership from 52,788 (2024) to 176,889 (2025), plus ongoing restricted stock and options exposure; equity vests over time, supporting alignment .
- Areas to monitor (RED FLAGS): Prior Section 16 reporting delinquencies in 2023 (administrative control weakness); systemic board-level risk from largest shareholder share pledges (not associated with Takitani but relevant for governance) .
- Compensation structure evolution: Movement away from options toward restricted stock in 2025 improves valuation certainty and reduces headline risk; ensure director equity mix remains appropriately at-risk and not overly guaranteed .